Common use of Mutual Confidentiality Clause in Contracts

Mutual Confidentiality. PHYTOMEDICAL and Dartmouth realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any information disclosed by either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until -- (a) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse or access to the information.

Mutual Confidentiality. PHYTOMEDICAL Company and Dartmouth realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any It is therefore agreed that any information received by one party from the other, and clearly designated in writing as “CONFIDENTIAL” at the time of transfer, shall not be disclosed by either party to any third party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until --— (a) said information shall become known to third parties not under any obligation of confidentiality to the disclosing party, or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's ’s possession prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting confidentiality agreement, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is independently developed by receiving party or its representatives entirely without reference to information received from the disclosing party and marked confidential, or (f) said information is required to be disclosed by court rule order or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse or access to the information. B3176510.11 pg. 4 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.

Mutual Confidentiality. PHYTOMEDICAL The Co-Managers and Dartmouth realize the Company (together, the "Parties") agree that some information received by one party from during the term of the engagement being entered into herein, unless the other pursuant to this Agreement shall be confidential. Any information disclosed party has consented, or unless required by either party and requiring confidential treatment shall be identified in writing as confidential orlaw, if disclosed orally an industry regulator, or visuallya court or agency of the government, shall be summarized and confirmed in writing as confidential within 30 days the Parties will not reveal or disclose any Confidential Information of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing other party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of informationany third party, except to their own personnel utilize such Confidential Information in a manner consistent with customary industry practices in connection with the provision of services under the foregoing letter, and then only to those persons who have a need are under obligations of confidentiality similar to know those set forth herein. The term "Confidential Information" means (1) confidential business or technical information or data of the Parties that is competitively and such commercially valuable to the Parties and not generally known, or available by legal means, to the competitors of' the Parties or (ii) material nonpublic information shall not be used by about the Parties. To the extent that either party for purposes discloses Confidential Information of the other than those contemplated by this Agreement party to its agents, affiliates, representatives, and employees in a manner consistent with the first sentence of the foregoing paragraph, the Parties agree that such disclosing party will be responsible for a period breach of three (3) years from this section by its agents, affiliates, representatives, and employees. Following the termination of the Agreementforegoing letter and this engagement, unless or until -- (a) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already all such nonpublic Confidential Information in the receiving either party's possession prior will be promptly returned to the disclosure other party at the other party's request. Notwithstanding this requirement, the Parties shall be entitled to retain copies of said information Confidential Information to the receiving extent that they are required to do so by law, statute or regulation or to comply with internal document retention requirements. Neither the previous paragraph nor any restriction, non-disclosure nor use limitation or other obligation contained in the foregoing letter shall apply to information, data or item of any kind which is: (i) in the public domain, through no action of the disclosing party, or ; (cii) said information shall already known by the disclosing party (as can be subsequently established by the disclosing party's records); (iii) disclosed to the receiving disclosing party by a third any person or entity not known by the disclosing party who is not to be under any an obligation of confidentiality to the other party; or (iv) independently developed or derived by the disclosing party, or party (d) said information is approved for disclosure as can be established by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse or access to the information's records).

Mutual Confidentiality. PHYTOMEDICAL In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and Dartmouth realize intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that some the MLS Content, and all knowledge and information received by one party from regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the other pursuant to this Agreement shall be confidential. Any confidential and proprietary information of RECOLORADO, and all information disclosed by either PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party and requiring confidential treatment shall be identified hold all Confidential Information of the other in writing as confidential or, if disclosed orally or visuallyconfidence, shall be summarized and confirmed in writing as confidential within 30 days not use the Confidential Information of such disclosure the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall be maintained not disclose the Confidential Information of the other to any third party except as expressly authorized in secrecy the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party. Any failure , is independently developed by disclosing the receiving party, is received from a third party to identify orally who has lawfully obtained and disclosed information as confidential in writing shall not relieve it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information confidentiality shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless apply to information that is or until -- (a) said information shall become known to third parties or shall become publicly known becomes public through no fault of the receiving partyrecipient, or (b) said information was or that is already lawfully and without restrictions in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing partyrecipient, or (e) said information or is required to be disclosed by court rule independently discovered or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party recipient without recourse reliance or access to use of the discloser’s confidential or proprietary information.

Mutual Confidentiality. PHYTOMEDICAL In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and Dartmouth realize intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that some the MLS Content, and all knowledge and information received regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed in Exhibit A by one PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party from shall hold all Confidential Information of the other pursuant to this Agreement shall be confidential. Any information disclosed by either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visuallyconfidence, shall be summarized and confirmed in writing as confidential within 30 days not use the Confidential Information of such disclosure the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall be maintained not disclose the Confidential Information of the other to any third party except as expressly authorized in secrecy the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party. Any failure , is independently developed by disclosing the receiving party, is received from a third party to identify orally who has lawfully obtained and disclosed information as confidential in writing shall not relieve it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information confidentiality shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless apply to information that is or until -- (a) said information shall become known to third parties or shall become publicly known becomes public through no fault of the receiving partyrecipient, or (b) said information was or that is already lawfully and without restrictions in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing partyrecipient, or (e) said information or is required to be disclosed by court rule independently discovered or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party recipient without recourse reliance or access to use of the informationdiscloser’s confidential or proprietaryinformation.

Mutual Confidentiality. PHYTOMEDICAL In addition to being a copyright asset, the MLS Content is a confidential, proprietary, trade secret and Dartmouth realize intellectual property asset of RECOLORADO, access to which is highly restricted and controlled. The integrity of the Agreement and the relationship between the parties depends on each party protecting and respecting the confidential and proprietary rights of the other. Accordingly, each party agrees that some the MLS Content, and all knowledge and information received regarding RECOLORADO’s technology, intellectual property, products, services, and business (including member, vendor, and customer lists), financial, or personnel matters is the confidential and proprietary information of RECOLORADO, and all information disclosed in Exhibit A by one PARTICIPANT regarding its technology configuration and business strategy is the confidential and proprietary information of PARTICIPANT (both parties’ information collectively “Confidential Information”). Furthermore, the terms of the Agreement and Exhibit(s) as well as the MLS CONTENT are the Confidential Information of RECOLORADO. Each party from shall hold all Confidential Information of the other pursuant to this Agreement shall be confidential. Any information disclosed by either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visuallyconfidence, shall be summarized and confirmed in writing as confidential within 30 days not use the Confidential Information of such disclosure the other except to the extent necessary to perform services or enjoy express rights under the Agreement, and shall be maintained not disclose the Confidential Information of the other to any third party except as expressly authorized in secrecy the Agreement. This obligation of confidentiality shall survive termination of the Agreement. Confidential Information does not include information that is or becomes publicly available by other than unauthorized disclosure by the receiving party. Any failure , is independently developed by disclosing the receiving party, is received from a third party to identify orally who has lawfully obtained and disclosed information as confidential in writing shall not relieve it without breaching any confidentiality agreement or is already known by the receiving party at the time of its disclosure. The foregoing obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information confidentiality shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless apply to information that is or until -- (a) said information shall become known to third parties or shall become publicly known becomes public through no fault of the receiving partyrecipient, or (b) said information was or that is already lawfully and without restrictions in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing partyrecipient, or (e) said information or is required to be disclosed by court rule independently discovered or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party recipient without recourse reliance or access to use of the discloser’s confidential or proprietary information.

Mutual Confidentiality. PHYTOMEDICAL All copies of financial information, marketing and Dartmouth realize that some sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information received by one of a party from the other pursuant to this Agreement shall be confidential. Any information disclosed by either are hereinafter referred to as "Confidential Information." A party who owns and requiring confidential treatment shall be identified in writing discloses its Confidential Information is referred to below as confidential or, if disclosed orally a "Disclosing Party" and a party who receives or visually, shall be summarized and confirmed in writing is given access to a Disclosing Party's Confidential Information is referred to below as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. a "Receiving Party." Each party shall use hereto agrees that all reasonable measures Confidential Information of another party that is disclosed to prevent disclosure such party in the course of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to this Agreement for which such Confidential Information was disclosed, and will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party's written request. No party's employees will be given access to Confidential Information of another party except on a period "need to know" basis and such employees shall be informed of three the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (3i) years was known to such Receiving Party before receipt of such information from the termination Disclosing Party; (ii) is or becomes generally known to the public through no breach of this Section or any act or omission on the part of the Agreement, unless or until -- Receiving Party; (aiii) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently is disclosed to the receiving party by a third party who is not under any having the legal right to disclose such information with no obligation of confidentiality confidence to the disclosing party, or Disclosing Party; or (div) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party Receiving Party without recourse use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Buyer to refrain from using or access disclosing or to return to Seller any Confidential Information of Seller that relates to any of the informationAcquired Assets.

Mutual Confidentiality. PHYTOMEDICAL All copies of financial information, marketing and Dartmouth realize that some sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information received by one of a party from the other pursuant to this Agreement shall be confidentialare hereinafter referred to as "Confidential Information." A party who [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Any information disclosed by either Confidential treatment has been requested with respect to the omitted portions. owns and discloses its Confidential Information is referred to below as a "Disclosing Party" and a party and requiring confidential treatment shall be identified in writing who receives or is given access to a Disclosing Party's Confidential Information is referred to below as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. a "Receiving Party." Each party shall use hereto agrees that all reasonable measures Confidential Information of another party that is disclosed to prevent disclosure such party in the course of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to this Agreement for which such Confidential Information was disclosed, and will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party's written request. No party's employees will be given access to Confidential Information of another party except on a period "need to know" basis and such employees shall be informed of three the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (3i) years was known to such Receiving Party before receipt of such information from the termination Disclosing Party; (ii) is or becomes generally known to the public through no breach of this Section or any act or omission on the part of the Agreement, unless or until -- Receiving Party; (aiii) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently is disclosed to the receiving party by a third party who is not under any having the legal right to disclose such information with no obligation of confidentiality confidence to the disclosing party, or Disclosing Party; or (div) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party Receiving Party without recourse use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Buyer to refrain from using or access disclosing or to return to Seller any Confidential Information of Seller that relates to any of the informationAcquired Assets.

Mutual Confidentiality. PHYTOMEDICAL 9.1 Company and Dartmouth realize that some Supplier shall not disclose or appropriate to its own use, or to the use of any third party at any time during or subsequent to the term of this Agreement, any Confidential Information except to employees or agents who require the same for purposes of this Agreement, without the prior written consent of the other party. Company and Supplier agree to take every reasonable precaution to prevent the unauthorized disclosure of Confidential Information to any third party. Information relating to the formulation, methodology of manufacturing, assay procedures and results and any other information requested by duly authorized agents of the local, state, federal, or international regulatory agencies shall be provided by Supplier or Company to same with request for full confidentiality and prior approval of Company or Supplier. 9.1.1 The obligations set forth in this paragraph shall not apply to any information which: 9.1.1.1 Is or becomes part of the public domain through no act of the party who received by one party the Confidential Information; or 9.1.1.2 Is or may be rightfully or legally disclosed subsequent to the receipt thereof from the other pursuant to this Agreement shall be confidential. Any information disclosed by either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party by a third party not having a confidential relationship to identify orally disclosed information as confidential in writing shall not relieve the disclosing party with respectthereto; 9.1.1.3 the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used can demonstrate by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until -- (a) said information shall become written proof was known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party other than through disclosure by a third party not having a confidential or fiduciary relationship to the disclosing party with respect thereto, prior to gaining access to the Confidential Information; 9.1.1.4 Is expressly approved for release by the disclosing party’s authorized agent or officer; or 9.1.1.5 Is disclosed pursuant to a requirement by a governmental agency or court of law. 9.2 Supplier agrees that its relationship as a manufacturer for Company is confidential and that it will take all necessary steps to ensure that all employees or agents who is require information regarding the relationship with Company are advised of and shall protect the confidentiality thereof and shall not under any obligation disclose said relationship nor discuss the relationship with third Party, including Company distributors, without the express prior written consent of confidentiality Company. 9.3 Supplier and Company hereby acknowledge that unauthorized disclosure or use of the Confidential Information will cause substantial and irreparable injury to the disclosing party, or (d) said information is approved that money damages will not adequately compensate for disclosure by prior written consent of the disclosing partysuch injury, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided and that the receiving party gives the disclosing party prompt notice is entitled to, among other remedies, immediate injunctive and other equitable relief for any breach of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse or access to the informationthis section.

Mutual Confidentiality. PHYTOMEDICAL All copies of financial information, marketing and Dartmouth realize that some sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information received by one of a party from the other pursuant to this Agreement shall be confidentialare hereinafter referred to as “Confidential Information”. Any information disclosed by either A party who owns and requiring confidential treatment shall be identified in writing discloses its Confidential Information is referred to below as confidential or, if disclosed orally a “Disclosing Party” and a party who receives or visually, shall be summarized and confirmed in writing is given access to a Disclosing Party’s Confidential Information is referred to below as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. a “Receiving Party.” Each party shall use hereto agrees that all reasonable measures Confidential Information of another party that is disclosed to prevent disclosure such party in the course of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to this Agreement for which such Confidential Information was disclosed, and will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party’s written request. No party’s employees will be given access to Confidential Information of another party except on a period “need to know” basis and such employees shall be informed of three the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (3i) years was known to such Receiving Party before receipt of such information from the termination Disclosing Party; (ii) is or becomes generally known to the public through no breach of this Section or any act or omission on the part of the Agreement, unless or until -- Receiving Party; (aiii) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently is disclosed to the receiving party by a third party who is not under any having the legal right to disclose such information with no obligation of confidentiality confidence to the disclosing party, or Disclosing Party; or (div) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party Receiving Party without recourse use of any of the Disclosing Party’s Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or access disclosing or to return to Seller any Confidential Information of Seller that relates to any of the informationPurchased Assets.

Mutual Confidentiality. PHYTOMEDICAL The Parties agree to hold in strict confidence and Dartmouth realize that some information received by one party from not to disclose to others or use for any purpose (other than the other pursuant to performance of this Agreement shall be confidential. Any information disclosed by and Services), either party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally before or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the after termination of the Agreement, unless any confidential or until -- proprietary information of the other party, including, without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, financial information or projections, customer lists, business plans, logins, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies, methodologies, or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research or business plans. Confidential information is not limited to a specific medium and can be oral, written or physical in format (a) said information “Confidential Information”). The Parties shall become known not disclose Confidential Information to any third parties or shall become publicly known through no fault of party, other than the receiving party’s personnel or agents, or in any form without the disclosing party's prior written consent. The Parties shall not disclose Confidential Information to any personnel or agents without the need to know such information. Except as otherwise provided below, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated: (bi) said information was already to have been rightfully in the receiving party's possession prior to the date of the disclosure of said such information to the receiving party, or if such prior possession was not otherwise subject to a restriction on disclosure; (cii) said to have been in the public domain prior to the date of the disclosure of such information to the receiving party; (iii) to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the receiving party, or (iv) to have been supplied to the receiving party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be subsequently deemed to be generally available to the public or in the Parties’ possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in the Parties’ possession. Upon the disclosing party’s request, the receiving party shall return to the disclosing party any and all written or physical embodiments (including copies) of Confidential Information disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party which is then in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse party’s possession, custody or access to control. Such Confidential Information includes all documents or computer files, including emails, which contain or reflect the informationConfidential Information. The confidentiality obligations set forth in this Agreement shall survive ten (10) years after termination or expiration of the Agreement.

Mutual Confidentiality. PHYTOMEDICAL and Dartmouth realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any information The recipient of Confidential Information (Recipient) disclosed by either a party hereunder (Discloser) must strictly hold in confidence and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of use at least reasonable efforts to protect such Confidential Information from unauthorized disclosure and shall be maintained in secrecy may not disclose such information to any third party or use the Confidential Information except as expressly permitted by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use Confidential Information means all reasonable measures information that is disclosed to prevent disclosure the Recipient by the Discloser and its representatives, and includes, among other things: i. Any and all information relating to products or services provided by a Discloser, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; ii. The Software and the terms of this Agreement, including without limitation, all pricing information; provided, except to their own personnel who have a need to know and such however, that Confidential Information excludes information shall not be used by either party for purposes other than those contemplated by this Agreement for a period that: (w) was rightfully in Recipient's possession without any obligation of three (3) years confidentiality before receipt from the termination Discloser; (x) is or becomes a matter of the Agreement, unless or until -- (a) said information shall become known to third parties or shall become publicly known public knowledge through no fault of the receiving party, or Recipient; (by) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party is rightfully received by Recipient from a third party who without violation of a duty of confidentiality, or (z) is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party or for Recipient without recourse use or access to the informationConfidential Information. Notwithstanding anything to the contrary set forth herein, Recipient may disclose Confidential Information if required by law, but, to the extent permitted by law, will provide advance notice to the Discloser so that the Discloser may seek a protective order. Each party acknowledges that any misuse of the other party’s Confidential Information may cause irreparable harm for which there is no adequate remedy at law. Either party is entitled to seek immediate injunctive or other equitable relief in such event without proof of actual damages or the posting of any bond. This Section 5(a) shall survive any termination or expiration of this Agreement.

Mutual Confidentiality. PHYTOMEDICAL MASCOMA and Dartmouth DARTMOUTH realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any In addition to the obligations provided in the DOE BioEnergy Science Center Master Nondisclosure Agreement dated August 8, 2007 (attached hereto as Appendix G), MASCOMA and DARTMOUTH hereby agree that any information received by one party from the other, and clearly designated as “CONFIDENTIAL” at the time of transfer, shall not be disclosed by either party to any third party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until --until: PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (a) said information shall become known to third parties or shall become publicly known through no fault of of-the receiving party, or (b) said information was already in the receiving party's ’s possession prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting confidentiality agreement, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is independently developed by receiving party or its representatives entirely without reference to information received from the disclosing party and marked confidential, or (f) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure. Exchanges of Confidential Information between MASCOMA and DARTMOUTH shall be governed by Article XI of this Agreement. The Parties shall adhere to the U.S. Export Administration Laws and Regulations. To facilitate compliance with export controls, or (f) said before disclosing Confidential or Proprietary Information, the disclosing party will describe the information is proven independently developed by to the receiving party without recourse or access in detail sufficient for the receiving party to determine whether export controls apply, and if they do, the disclosing party will make reasonable efforts to determine which set of export regulations are applicable, including identifying the Export Control Classification Number (ECCN) of the information. No party shall be under an obligation to accept export controlled information or technology.

Mutual Confidentiality. PHYTOMEDICAL All copies of financial information, marketing and Dartmouth realize that some sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information received by one of a party from the other pursuant to this Agreement shall be confidentialare hereinafter referred to as “Confidential Information”. Any information disclosed by either A party who owns and requiring confidential treatment shall be identified in writing discloses its Confidential Information is referred to below as confidential or, if disclosed orally a “Disclosing Party” and a party who receives or visually, shall be summarized and confirmed in writing is given access to a Disclosing Party’s Confidential Information is referred to below as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. a “Receiving Party.” Each party shall use hereto agrees that all reasonable measures Confidential Information of another party that is disclosed to prevent disclosure such party in the course of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except (i) for the purposes relating to this Agreement for which such Confidential Information was disclosed, (ii) for purposes of complying with any law or regulation or responding to any subpoena, discovery order or similar order of a period court or other governmental authority or (iii) preparing financial statements or tax or similar returns of three such party, and will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party’s written request; provided that a Receiving Party may disclose the other party’s Confidential Information to the extent it in good faith determines that it is required to do so by applicable law, rule regulation, court order or judgment, subpoena or the authority or order of any other governmental authority or entity, in which case the Receiving Party will use good faith efforts to notify the Disclosing Party in advance of such disclosure to afford the Disclosing Party an opportunity to protect its interests. No party’s employees will be given access to Confidential Information of another party except on a “need to know” basis and such employees shall be informed of the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (3i) years was known to such Receiving Party before receipt of such information from the termination Disclosing Party; (ii) is or becomes generally known to the public through no breach of this Section or any act or omission on the part of the Agreement, unless or until -- Receiving Party; (aiii) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently is disclosed to the receiving party by a third party who is not under any having the legal right to disclose such information with no obligation of confidentiality confidence to the disclosing party, or Disclosing Party; or (div) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party Receiving Party without recourse use of any of the Disclosing Party’s Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or access disclosing or to return to Seller any Confidential Information of Seller that relates to any of the Purchased Assets and is Confidential Information as of the Closing (“Purchased Asset Confidential Information”) and Seller will thereafter continue to hold such Confidential Information in confidence for so long as it would qualify as Confidential Information in the definition set forth above in this Section; provided, that nothing shall prevent Seller from disclosing or using Purchased Asset Confidential Information after the Closing (i) to the informationextent that Seller must use or disclose such Purchased Asset Confidential Information to prepare its financial statements or reports or any tax returns, (ii) to the extent Seller is required by any applicable law, rule, regulation, court order, judgment, subpoena, governmental authority or other legal compulsion to disclose such Purchased Asset Confidential Information; and (iii) to the extent determined by Seller in good faith in order to comply with its disclosure and reporting requirements under applicable laws, including but not limited to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended (and all rules and regulations promulgated thereunder) .

Mutual Confidentiality. PHYTOMEDICAL MASCOMA and Dartmouth DARTMOUTH realize that some information received by one party from the other pursuant to this Agreement shall be confidential. Any In addition to the obligations provided in the DOE BioEnergy Science Center Master Nondisclosure Agreement dated August 8, 2007 (attached hereto as Appendix G), MASCOMA and DARTMOUTH hereby agree that any information received by one party from the other, and clearly designated as “CONFIDENTIAL” at the time of transfer, shall not be disclosed by either party to any third party and requiring confidential treatment shall be identified in writing as confidential or, if disclosed orally or visually, shall be summarized and confirmed in writing as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until --until: (a) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, oror PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (b) said information was already in the receiving party's ’s possession prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting confidentiality agreement, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is independently developed by receiving party or its representatives entirely without reference to information received from the disclosing party and marked confidential, or (f) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure. Exchanges of Confidential Information between MASCOMA and DARTMOUTH shall be governed by Article XI of this Agreement. The Parties shall adhere to the U.S. Export Administration Laws and Regulations. To facilitate compliance with export controls, or (f) said before disclosing Confidential or Proprietary Information, the disclosing party will describe the information is proven independently developed by to the receiving party without recourse or access in detail sufficient for the receiving party to determine whether export controls apply, and if they do, the disclosing party will make reasonable efforts to determine which set of export regulations are applicable, including identifying the Export Control Classification Number (ECCN) of the information. No party shall be under an obligation to accept export controlled information or technology.

Mutual Confidentiality. PHYTOMEDICAL and Dartmouth realize that some All confidential information received by one relating to a Party, any of its Affiliates or third-party from service providers or their respective Representatives (collectively, “Disclosing Party”) which is provided or conveyed to the other Party, any of its Affiliates or third-party service providers or their respective Representatives (collectively, “Receiving Party”) in connection with the provision of any Transition Service pursuant to this Agreement shall be confidential. Any TSA, including any technical, trade secret or other proprietary information disclosed of Disclosing Party, together with any reports, analyses, compilations, memoranda, notes and any other writings prepared by either party and requiring Disclosing Party that contain, reflect or are based upon such confidential treatment shall be identified in writing as confidential or, if disclosed orally or visuallyinformation relating to Disclosing Party, shall be summarized and confirmed continue to be kept confidential by Receiving Party (except (i) pursuant to the order or demand of any Governmental Entity or Self-Regulatory Organization, as required in writing any litigation or other proceeding, or as otherwise required by Applicable Law or administrative process (in which case, to the extent feasible, Receiving Party shall provide Disclosing Party with prompt notice thereof and cooperate with Disclosing Party so that Disclosing Party may seek a protective order or other appropriate remedy, and Receiving Party shall disclose only that information which in its reasonable judgment it is required to disclose), (ii) for information that is or becomes generally available to the public other than as a result of a breach of this Section 5.01 and (iii) to the extent that such information is or has become known to Receiving Party on a non-confidential within 30 days of basis from a source who is not breaching any contractual, legal or fiduciary obligation by making such disclosure disclosure), and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing Receiving Party shall not relieve use the receiving party information described in this Section 5.01 for any purpose except (1) as required to provide Transition Services hereunder, (2) for financial or Tax reporting or (3) as required by Applicable Law or any rule or regulation of its obligations under any Governmental Entity or Self-Regulatory Organization. Notwithstanding anything to the contrary herein, the tax treatment of the transactions contemplated by this Agreement. Each party shall use all reasonable measures to prevent disclosure of information, except to their own personnel who have a need to know and such information TSA shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the Agreement, unless or until -- (a) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or (d) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party without recourse or access to the informationtreated as confidential.

Mutual Confidentiality. PHYTOMEDICAL All copies of financial information, marketing and Dartmouth realize that some sales information, pricing, marketing plans, business plans, financial and business projections, customer lists, methodologies, inventions, software, technology, know-how, product designs, product specifications and drawings, and other confidential and/or proprietary information received by one of a party from the other pursuant to this Agreement shall be confidentialare hereinafter referred to as "Confidential Information". Any information disclosed by either A party who owns and requiring confidential treatment shall be identified in writing discloses its Confidential Information is referred to below as confidential or, if disclosed orally a "Disclosing Party" and a party who receives or visually, shall be summarized and confirmed in writing is given access to a Disclosing Party's Confidential Information is referred to below as confidential within 30 days of such disclosure and shall be maintained in secrecy by the receiving party. Any failure by disclosing party to identify orally disclosed information as confidential in writing shall not relieve the receiving party of its obligations under this Agreement. a "Receiving Party." Each party shall use hereto agrees that all reasonable measures Confidential Information of another party that is disclosed to prevent disclosure such party in the course of information, except to their own personnel who have a need to know and such information shall not be used by either party for purposes other than those negotiating the transactions contemplated by this Agreement or conducting due diligence in connection herewith will be held in confidence and will not be used or disclosed by the Receiving Party except for the purposes relating to this Agreement for which such Confidential Information was disclosed, and will be promptly destroyed by the Receiving Party or returned to the Disclosing Party, upon the Disclosing Party's written request. No party's employees will be given access to Confidential Information of another party except on a period "need to know" basis and such employees shall be informed of three the need to keep such Confidential Information confidential. It is agreed that Confidential Information will not include information that: (3i) years was known to such Receiving Party before receipt of such information from the termination Disclosing Party; (ii) is or becomes generally known to the public through no breach of this Section or any act or omission on the part of the Agreement, unless or until -- Receiving Party; (aiii) said information shall become known to third parties or shall become publicly known through no fault of the receiving party, or (b) said information was already in the receiving party's possession prior to the disclosure of said information to the receiving party, or (c) said information shall be subsequently is disclosed to the receiving party by a third party who is not under any having the legal right to disclose such information with no obligation of confidentiality confidence to the disclosing party, or Disclosing Party; or (div) said information is approved for disclosure by prior written consent of the disclosing party, or (e) said information is required to be disclosed by court rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure, or (f) said information is proven independently developed by the receiving party Receiving Party without recourse use of any of the Disclosing Party's Confidential Information. Effective upon the Closing the foregoing provisions of this Section will terminate with respect to any obligation of Purchaser to refrain from using or access disclosing or to return to Seller any Confidential Information of Seller that relates to any of the informationPurchased Assets.