Common use of Maintenance of Confidentiality Clause in Contracts

Maintenance of Confidentiality. In consideration of the Disclosing Party supplying or procuring the supply of, the Confidential Information to the Receiving Party, the Receiving Party hereby undertakes and agrees as follows: (a) to hold the Confidential Information in confidence and not to disclose or permit it to be made available to any person, firm or company (except to other Disclosees), without the Disclosing Party’s prior consent; (b) only to use the Confidential Information for the Permitted Purpose and only to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose; (c) to ensure that each person to whom disclosure of Confidential Information is made by the Receiving Party is fully aware in advance of the Receiving Party’s obligations under this Agreement; (d) 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 Disclosing Party in writing that, save as required by 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 fact 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. In consideration No Party shall, without the express ------------------------------ written consent of the Disclosing Party supplying other Parties to this License Agreement in advance, for any reason or procuring the supply of, the Confidential Information at any time either during or for a period of three (3) years subsequent to the Receiving Partyterm of this License Agreement, except as otherwise provided in this paragraph 9.1, (i) use (except in the Receiving 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 hereby undertakes 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 agrees as followsnon-disclosure shall not extend to Proprietary Information: (a) which can be demonstrated by the receiving Party to hold have been within its legitimate possession prior to the Confidential Information in confidence and not to disclose or permit it to be made available to any person, firm or company (except to other Disclosees), without time of disclosure by the Disclosing disclosing Party’s prior consent;, (b) only which was in the public domain prior to use disclosure by the Confidential Information for the Permitted Purpose and only disclosing Party, as evidenced by documents which were generally published prior to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose;disclosure, (c) to ensure that each person to whom which, after disclosure of Confidential Information is made by the Receiving Party is fully aware in advance disclosing Party, comes into the public domain through no fault of the Receiving receiving Party’s obligations under this Agreement;, or (d) 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 which is disclosed to the Disclosing receiving Party in writing that, save as required by law or regulation, it has been destroyed (notwithstanding a third party having legitimate possession thereof and 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 unrestricted right 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 fact 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 negotiationsmake such disclosure.

Maintenance of Confidentiality. In consideration Each party shall keep in strict confidence and secrecy all of the Disclosing Party supplying or procuring the supply of, the other's Confidential Information and shall not disclose the same to any person or firm whatsoever during the Receiving Partyterm of this Agreement or at any time for a period of five (5) years thereafter, unless such Confidential Information becomes public knowledge through no act or fault on the Receiving Party hereby undertakes and agrees as followspart of such party, except that may disclose Confidential Information or any part thereof: (a) to hold the Confidential Information FDA or a Territorial Regulator in confidence connection with the development and not implementation of the 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 disclose or permit it use their reasonable efforts to be made available to any person, firm or company (except to other Disclosees), without the Disclosing Party’s prior consentsecure confidential treatment of such information; (b) only subject to use the Confidential Information limitations set forth below, to its officers, directors, employees and agents for the Permitted Purpose and only to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose;purpose of performing its obligations hereunder; or (c) pursuant to ensure that each person compulsory legal process or as may otherwise be required by applicable law, but only after having made reasonable efforts to whom secure the court's or other appropriate governmental entity's order to (i) limit production, use and disclosure of said information for the purposes of the proceeding and to the narrowest class of disclosure practicable under the circumstances and (ii) hold all proceedings in camera with a sealed record. Each party 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 made by necessary for the Receiving Party is fully aware in advance proper discharge of the Receiving Party’s obligations such party's functions and responsibilities under this Agreement; (d) upon written demand from , and further agrees to take all reasonable safeguards so as to protect the Disclosing Party either secret and proprietary nature of such information and to return prevent the unauthorized use, reproduction, disclosure or other dissemination thereof. Prior to disclosing any Confidential Information of a party hereto, or any part thereof to any of its authorized agents, the party intending to make such disclosure 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 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 contrary to the Disclosing Party in writing that, save as required by 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 provisions of this Agreement); and (e) to keep confidential Article 15 by its directors, officers, employees and not reveal to any person, firm or company (other than Disclosees) the fact 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 negotiationsauthorized agents.

Maintenance of Confidentiality. In consideration of Each Party (the Disclosing Party supplying or procuring the supply of, the Confidential Information to the “Receiving Party”) agrees, both during the Receiving Party hereby undertakes term of this Agreement and agrees as follows: for a period of five (a5) years 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 Information”) in confidence and not to disclose or permit it to be made make the Confidential Information available in any form to any personthird party (provided that Prosensa may disclose Confidential Information to its Affiliates, firm agents, and actual and potential sublicensees under appropriate confidentiality agreements) or company (except to other Disclosees), without the Disclosing Party’s prior consent; (b) only to use the Confidential Information for any purpose other than the Permitted Purpose and only purposes described in this Agreement. The Receiving Party agrees to disclose the 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 Disclosees employees or other persons who have a need to know such information for and who have signed appropriate confidentiality agreements. These restrictions on use and disclosure shall not apply to the Permitted Purpose; (c) to ensure extent that each person to whom disclosure of any Confidential Information (a) is made or becomes a part of the public domain through no act or omission of the Receiving Party in violation of this Agreement; (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party is fully aware in advance of the Receiving Party’s obligations under this Agreement; (d) upon written demand from the Disclosing Party either as evidenced by written records; (c) is lawfully disclosed to return 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 and any materials derived from as evidenced by written records; or based on (e) is required to be disclosed by law, order or regulation of a government agency or court of competent jurisdiction; provided the Confidential Information (including all copies thereof whether in UK Takeover Code Standard Form NDA hard copy or electronic form) or Receiving Party shall use reasonable efforts to confirm to notify the Disclosing Party in writing that, save as required by 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 fact 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 negotiationssuch obligated disclosure.

Maintenance of Confidentiality. In consideration Each Party shall keep in strict confidence and secrecy all of the Disclosing Party supplying or procuring the supply of, the Confidential Information of another Party and shall not disclose the same to any Person whatsoever during the Receiving Partyterm of this Agreement or at any time thereafter, unless such Confidential Information becomes public knowledge through no act or fault on the Receiving part of such Party hereby undertakes and agrees as followsa Party may disclose Confidential Information or any part thereof: (a) to hold the Confidential Information Therapeutic Product Directorate, Health Canada, to the Food and Drug Administration, US, or to another regulatory body, in confidence connection with the development and not to disclose implementation of clinical trials program, a request for regulatory clearance or permit it to be made available to any person, firm or company (except to other Disclosees), without the Disclosing Party’s prior consentan application for regulatory approval; (b) only subject to use the Confidential Information limitations set forth below, to its officers, directors, employees and agents for the Permitted Purpose and only to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose;purpose of performing its obligations hereunder; or (c) pursuant to ensure that each person compulsory legal process or as may otherwise be required by applicable law, but only after having notified the other Parties in writing, as far in advance as may be practicable so as to whom provide them with a reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information. Failing such protective order, it shall use reasonable efforts to secure the court's or other appropriate governmental entity's order to (i) limit production, use and disclosure of said information for the purposes of the proceeding and to the narrowest class of disclosure practicable under the circumstances and (ii) hold all proceedings in camera with a sealed record. Each Party 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 made by necessary for the Receiving 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, or any part thereof, to any of its authorized agents, the Party is fully aware intending to make such disclosure shall obtain from each such Person an agreement in advance which such Person agrees to keep in strict confidence and secrecy all of the Receiving Party’s obligations information disclosed to him or her under the provisions of this Agreement; (d) upon written demand from clause. Each Party shall be responsible for the Disclosing Party either to return the disclosure of any 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 contrary to the Disclosing Party in writing that, save as required by 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 provisions of this Agreement); and (e) to keep confidential Article 12 by its directors, officers, employees and not reveal to any person, firm or company (other than Disclosees) the fact 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 negotiationsauthorized agents.

Maintenance of Confidentiality. In consideration of the Disclosing a Party agreeing to supply and so supplying or procuring the supply of, the Confidential Information to the Receiving Partyother Party and agreeing to enter into discussions in relation to the Proposal, the Receiving Party both Parties hereby undertakes undertake and agrees agree as follows: (a) : to hold use the Confidential Information solely for the Permitted Purpose; to maintain the Confidential Information in confidence strict confidence; and not to disclose divulge or permit it to be made available divulged any of the Confidential Information to any person, firm or company (except to other Disclosees), without the Disclosing Party’s 's prior consent; (b) only consent except in relation to use the other Disclosees, in each case who have a need to have Confidential Information disclosed to them for the purposes of their role in respect of the Permitted Purpose and only on the basis that such Disclosees are made aware of and observe the terms of this agreement in all respects as if they were a party to disclose the this agreement. The Disclosing Party, may at any time: cease giving Confidential Information to any Disclosees who need without any liability; and request in writing the return or destruction of all or part of any Confidential Information previously disclosed together with all copies of it and the Recipient will at its own expense comply promptly with such request and if, so requested, certify in writing its compliance. The Recipient shall not be required to know return reports, notes or other material prepared by it or other Disclosees or on the Recipient's or their behalf which incorporate Confidential Information, provided that such information for the Permitted Purpose; (c) to ensure that each person to whom disclosure of incorporated Confidential Information is made kept confidential in accordance with the terms of this agreement. Without prejudice to clause 7, the Recipient shall not be required to expunge Confidential Information from any computer, word processor or other similar device storing Confidential Information in electronic format, provided that the confidentiality of such electronically stored Confidential Information continues to be maintained by the Receiving Party Recipient in accordance with the terms of this agreement and is fully aware not at any time copied, reproduced or summarised. The restrictions in advance this agreement shall not apply to any Confidential Information which: is or becomes generally available to the public (other than by breach of any undertaking set out in this agreement by the Recipient or any Disclosee); lawfully came or comes into the possession of the Receiving Party’s obligations under this Agreement; (d) upon written demand Recipient 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 a third party not bound by an obligation of confidentiality to the Disclosing Party in writing relation to that Confidential Information (and the Recipient shall not be required to enquire whether there is a an obligation of confidentiality); is disclosed by the Disclosing Party on a non-confidential basis; or the Recipient or a Disclosee are required to disclose by law, regulation or any governmental, supervisory or regulatory authority provided that, save in so far as required by law or regulation, it has been destroyed (notwithstanding the aboveis lawful and practical to do so prior to disclosure, the Receiving Recipient shall promptly notify the Disclosing Party may retain copies of Confidential Information stored on backup disks such requirement with a view, so far as is reasonably practical, to provide the opportunity for the Disclosing Party to: dispute or resist, at its own cost and expense, such disclosure by the Recipient; or consult with the Recipient, and have its reasonable requirements taken into account, in backup storage facilities automatically produced in the ordinary course of business. Any Confidential Information so retained will be held subject relation to the confidentiality proposed form, timing, content and use limitations purpose of this Agreement); and (e) to keep confidential and not reveal to any person, firm or company (other than Disclosees) the fact 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 negotiationsdisclosure.

Maintenance of Confidentiality. In consideration of The Receiving Party agrees: (i) to hold the Disclosing Party supplying or procuring Party's Confidential Information defined above in confidence in accordance with the supply of, terms herein and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions the 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, the Receiving Party hereby undertakes directors, officers, attorneys, accountants, consultants and agrees as follows: advisors (aall such persons who receive Confidential Information, its “Representatives”) who have a need to hold access the Confidential Information in confidence connection with the relationship and to take all necessary precautions to prevent other disclosures, (iii) not to make any use whatsoever at any time 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 disclose copy or permit 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 any breach of this Agreement by its Representatives. Confidential information shall not include information that (a) was or becomes generally available to the public through no improper action or inaction by the Receiving Party or its Representatives in breach of this Agreement, (b) was in its or its Representatives’ possession or known by it or its Representatives prior to receipt from the Disclosing Party, or (c) was or becomes available to the Receiving Party or its Representatives by a third party, provided that such third party is not known by the Receiving Party or its Representatives to be made available 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 Party or such Representative uses reasonable efforts to limit any personsuch disclosure and to obtain confidential treatment and (other than where prohibited by Law) has provided the Disclosing Party with prompt notice of any requested disclosure so that the Disclosing Party may, firm or company (except to other Disclosees), without at the Disclosing Party’s prior consent; (b) only expense, participate in attempting to use the limit such disclosure or to seek confidential treatment. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information for the Permitted Purpose and only to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose; (c) to ensure that each person to whom disclosure of Confidential Information is made by the Receiving Party is fully aware in advance of the Receiving Party’s obligations under this Agreement; (d) 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 Disclosing Party in writing that, save as required by 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 fact 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 negotiationsdisclosed.

Maintenance of Confidentiality. In consideration Subject to Section 10.2, from the Effective Date and continuing until the expiration of the Disclosing fifth anniversary of the Closing, no Party supplying may, and each Party shall ensure that its Affiliates (including INCJ, which will be deemed an Affiliate of REL, RSP and RSP-TW for the purpose of this Section 10.5) do not, through any action or procuring inaction, use (except as contemplated by this Agreement), or disclose to any other Person, any Confidential Information of or relating to the supply 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) information that is ascertainable or obtained from public information or is otherwise publicly known through no wrongful act of the receiving Party; (iii) information received from a Person not known after reasonable inquiry to the disclosing Party to be under an obligation to keep such information confidential; (iv) information independently developed by the receiving Party without use of the disclosing Party’s information; (v) information disclosed to or filed with any Person for the purpose of obtaining consents to, or the Financing of, the Confidential Information Transactions; and (vi) disclosures contemplated by this Agreement. Notwithstanding anything herein to the Receiving Partycontrary, each Party may (without prior notification to, or approval or consent by, the Receiving Party hereby undertakes other Party) disclose to Tax authorities or to such Party’s Representatives (including outside counsel and agrees as follows: (aadvisors) to hold the Confidential Information in confidence and not to disclose any confidential or permit it non-public information that is required to be made available to any person, firm or company (except to other Disclosees), without the Disclosing Party’s prior consent; (b) only to use the Confidential Information for the Permitted Purpose and only to disclose the Confidential Information to Disclosees who need to know such information for the Permitted Purpose; (c) to ensure that each person to whom disclosure of Confidential Information is made by the Receiving Party is fully aware in advance of the Receiving Party’s obligations under this Agreement; (d) 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 Disclosing Party in writing that, save as required by 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 fact that discussions or negotiations are taking place or have taken place between the Parties disclosed in connection with the Permitted Purpose such party’s Tax filings, reports, claims, audits, or any details of those discussions or negotiationslitigation.