Common use of Non-Disclosure and Non-Use Obligation Clause in Contracts

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates may, from time to time, prior to or after the date hereof, disclose to the other Party or its Affiliates under this Agreement, Confidential Information (defined below). Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives"), not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), including, without limitation, information relating in any way to the products, processes, and services of the disclosing Party or its Representatives, which becomes known to the receiving Party on or prior to the date of the termination or expiration of this Agreement. The obligations of this Section 11.1 will not apply to information that the receiving Party can demonstrate: (i) is rightfully known to the receiving Party as shown by written records prior to its disclosure by the disclosing Party or its Representatives; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representatives; or (iii) that is received by the receiving Party from Third Parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party or its Affiliates or its or their Representatives. For clarity, the existence of and terms of this Agreement shall be deemed the Confidential Information of both Parties and may not be disclosed to any other Party without the prior express written consent of the other Party hereto (not to be unreasonably withheld). The term "Confidential Information" means any technical, business or other information provided by or on behalf of the disclosing Party to the other Party or its Affiliates in connection with this Agreement, whether prior to, on or after the Effective Date, including information relating to and the terms of this Agreement, information relating to the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs or other activities of either Party, including trade secrets.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates or contractors may, from time to time, prior to or after the date hereof, disclose to the other Party information of a technical or its Affiliates under this Agreement, Confidential Information (defined below)non-technical nature that is not generally known to the trade or public. Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives"), not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Supply Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), such information including, without limitation, information relating in any way to the products, processes, and services of the disclosing each Party or its RepresentativesAffiliates or contractors, which becomes known to the receiving other Party on or prior to the date of the termination or expiration of this Supply Agreement. The obligations of this Section 11.1 9.1 will not apply to information that the receiving Party can demonstrate: (i) that is rightfully known to the receiving a Party as shown by written records prior to its disclosure by the disclosing Party any Manufacturer or its Representativescontractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representativesother Party; or (iii) that is received by the receiving a Party from Third Parties third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party or its Affiliates or its or their Representativesother Party. For clarityFrom and after the Closing Date, the existence Transferred Assets and all confidential information relating solely and exclusively to the Transferred Assets or the [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. manufacture thereof shall be considered confidential information of Buyer under this Section 9.1 and terms the obligations of this Agreement Section 9.1 in respect thereof will apply to the Manufacturers and will not apply to Buyer; provided, however, to the extent such confidential information is also used by any Manufacturer in the retained business thereof or in fulfilling its obligations under this Supply Agreement, such confidential information shall be deemed constitute the Confidential Information of both Parties and may not be disclosed to any other Party without the prior express written consent confidential information of the other Parties. Upon the termination or expiration of this Supply Agreement, each Party hereto will return or destroy (not to be unreasonably withheld). The term "Confidential Information" means any technical, business or other information provided by or on behalf of the disclosing Party with written confirmation thereof) to the other Party all documents that include confidential information of each Party or its Affiliates contractors (other than, in connection with the case of the Buyer, upon termination of this Supply Agreement after the Closing Date or expiration of this Supply Agreement, whether prior to, on or after the Effective DateTransferred Assets), including information relating to all copies of such documents or extracts therefrom, if any, and the terms will make no further use of this Agreement, information relating to the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs or other activities of either Party, including trade secretssuch information.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates or contractors may, from time to time, prior to or after the date hereof, disclose to the other Party information of a technical or its Affiliates under this Agreement, Confidential Information (defined below)non-technical nature that is not generally known to the trade or public. Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will use reasonable best efforts to cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives")contractors, not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), such information including, without limitation, information relating in any way to the products, processes, and services of the disclosing each Party or its RepresentativesAffiliates or contractors, which becomes known to the receiving other Party on or prior to the date of the termination or expiration of this Agreement. The obligations of this Section 11.1 9.1 will not apply to information that the receiving Party can demonstrate: (i) that is rightfully known to the receiving a Party as shown by written records prior to its disclosure by the disclosing Party Quoin or its Representativescontractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representativesother Party; or (iii) that is received by the receiving a Party from Third Parties third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party other Party. Upon the termination or its Affiliates or its or their Representatives. For clarity, the existence of and terms expiration of this Agreement shall be deemed the Confidential Information of both Parties and may not be disclosed to any other Agreement, each Party without the prior express will return or destroy (with written consent of the other Party hereto (not to be unreasonably withheld). The term "Confidential Information" means any technical, business or other information provided by or on behalf of the disclosing Party confirmation thereof) to the other Party all documents that include confidential information of each Party or its Affiliates contractors including all copies of such documents or extracts therefrom, if any, and will make no further use of such information. This Agreement shall not be deemed to restrict the receiving Party from complying with a lawfully issued governmental order or any other requirement of applicable Law to produce or disclose confidential information of the other Party; provided that the receiving Party shall have complied with the requirements of this Section 9.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party shall promptly notify the disclosing Party of such order so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the confidential information that is the subject of such order or requirement of applicable Law be held in connection confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The receiving Party shall reasonably cooperate with this Agreementthe disclosing Party in any such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose confidential information of the disclosing Party, whether prior tothe receiving Party shall furnish only that portion of such confidential information that the receiving Party is advised by counsel is legally required to be disclosed and the receiving Party shall, on at the disclosing Party’s cost, exercise its reasonable efforts, in its sole discretion, to obtain a protective order or after other reliable assurance that confidential treatment shall be accorded to the Effective Date, including confidential information relating so disclosed. The receiving Party’s obligations shall be qualified to and the extent it is reasonably able to comply with the terms of this Agreement, information relating to Section 9.1 depending upon the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs order or other activities of either Party, including trade secretslegal requirement and the timing within which the receiving Party is obligated to comply therewith.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates or contractors may, from time to time, prior to or after the date hereof, disclose to the other Party information of a technical or its Affiliates under this Agreement, Confidential Information (defined below)non-technical nature that is not generally known to the trade or public. Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives"), not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Supply Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), such information including, without limitation, information relating in any way to the products, processes, and services of the disclosing each Party or its RepresentativesAffiliates or contractors, which becomes known to the receiving other Party on or prior to the date of the termination or expiration of this Supply Agreement. The obligations of this Section 11.1 9.1 will not apply to information that the receiving Party can demonstrate: (i) that is rightfully known to the receiving a Party as shown by written records prior to its disclosure by the disclosing Party Manufacturer or its Representativescontractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representativesother Party; or (iii) that is received by the receiving a Party from Third Parties third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party or its Affiliates or its or their Representativesother Party. For clarityFrom and after the Closing Date, the existence Transferred Assets and all confidential information relating solely and exclusively to the Transferred Assets or the manufacture thereof shall be considered confidential information of Buyer under this Section 9.1 and terms the obligations of this Agreement Section 9.1 in respect thereof will apply to the Manufacturer and will not apply to Buyer; provided, however, to the extent such confidential information is also used by Manufacturer in the retained business thereof or in fulfilling its obligations under this Supply Agreement, such confidential information shall be deemed constitute the Confidential Information confidential information of both Parties and may not be disclosed to any other Parties. Upon the termination or expiration of this Supply Agreement, each Party without the prior express will return or destroy (with written consent of the other Party hereto (not to be unreasonably withheld). The term "Confidential Information" means any technical, business or other information provided by or on behalf of the disclosing Party confirmation thereof) to the other Party all documents that include confidential information of each Party or its Affiliates contractors (other than, in connection the case of the Buyer, upon termination of this Supply [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. Agreement after the Closing Date or expiration of this Supply Agreement, whether prior to, on or after the Effective DateTransferred Assets), including information relating to all copies of such documents or extracts therefrom, if any, and the terms will make no further use of this Agreement, information relating to the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs or other activities of either Party, including trade secretssuch information.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates mayof the parties, from time to timeas Recipient, prior to or after the date hereof, disclose to the other Party or its Affiliates under this Agreement, Confidential Information (defined below). Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives"), not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement, and such Recipient will not disclose to anyone use, disseminate, or in any manner whatsoever, way disclose any Confidential Information of the other Party (the "disclosing Party")party, includingas Discloser, without limitationto any person, information relating in any way firm or business, except to the productsextent necessary for internal evaluations in connection with negotiations, processesdiscussions, and services of the disclosing Party consultations with personnel or its Representatives, which becomes known to the receiving Party on or prior to the date of the termination or expiration of this Agreement. The obligations of this Section 11.1 will not apply to information that the receiving Party can demonstrate: (i) is rightfully known to the receiving Party as shown by written records prior to its disclosure by the disclosing Party or its Representatives; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representatives; or (iii) that is received by the receiving Party from Third Parties who are in rightful possession authorized representatives of such information Discloser, and who are lawfully entitled to disclose for any other purpose such information and did not receive such information from the disclosing Party or its Affiliates or its or their RepresentativesDiscloser may hereafter authorize in writing. For clarityFurthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and terms of this Agreement shall be deemed such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of both Parties the Discloser, to be bound by terms and may not be disclosed conditions substantially similar to any other Party without the prior express written consent those terms and conditions applicable to such Recipient under this Agreement. Each of the other Party hereto (not to be unreasonably withheld). The term "Confidential Information" means any technicalparties, business or other information provided by or on behalf of the disclosing Party as Recipient, shall immediately give notice to the other Party party, as Discloser, of any unauthorized use or its Affiliates disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in connection with this Agreement, whether prior to, on remedying any such unauthorized use or after the Effective Date, including information relating to and the terms disclosure of this Agreement, information relating to the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs or other activities of either Party, including trade secretsDiscloser’s Confidential Information.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates mayExcept as otherwise expressly set forth herein, from time to time, prior to or after the date hereof, disclose to the other Party or its Affiliates under this Agreement, Confidential Information (defined below). Each each Party (the "receiving “Receiving Party"”) agrees that it will not, and will cause its Affiliates, and will cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives"), not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement, and will not disclose to anyone in any manner whatsoever, any keep the Confidential Information of the other Party (the "disclosing “Disclosing Party")”) confidential using at least the same degree of care with which the Receiving Party holds its own confidential information (but in no event less than a reasonable degree of care) and will not (a) disclose such Confidential Information to any Person without the prior written approval of the Disclosing Party, includingexcept, without limitation, information relating in any way solely to the productsextent necessary to exercise its rights or perform its obligations under this Agreement, processesto its employees, Affiliates, Sublicensees, Subcontractors, consultants, or agents who have a need to know such Confidential Information, all of whom will be similarly bound by confidentiality, non-disclosure, and services non-use provisions at least as restrictive or protective of the disclosing Parties as those set forth in this Agreement and for whom the Receiving Party will be responsible, or its Representatives, which becomes known to (b) use such Confidential Information for any purpose other than for the receiving Party on or prior to the date of the termination or expiration of purposes contemplated by this Agreement. The obligations of Receiving Party will use diligent efforts to cause the foregoing Persons to comply with the restrictions on use and disclosure set forth in this Section 11.1 11.2 (Non-Disclosure and Non-Use Obligation) and will not apply to information be responsible for ensuring that such Persons maintain the receiving Party can demonstrate: (i) is rightfully known to the receiving Party as shown by written records prior to its disclosure by the disclosing Party or its Representatives; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representatives; or (iii) that is received by the receiving Party from Third Parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party or its Affiliates or its or their Representatives. For clarity, the existence of and terms of this Agreement shall be deemed the Disclosing Party’s Confidential Information of both Parties and may not be disclosed to any in accordance with this Article 11 (Confidentiality). Each Party will promptly notify the other Party without the prior express written consent of any misuse or unauthorized disclosure of the other Party hereto (not to be unreasonably withheld)Party’s Confidential Information. The term "obligations of confidentiality and non-use set forth in this Section 11.2 (Non-Disclosure and Non-Use Obligation) will remain in place during the Term and for a period of [***] thereafter (or for so long as the applicable Confidential Information" means any technicalInformation remains a trade secret, business or other information provided by or on behalf of the disclosing Party to the other Party or its Affiliates in connection with this Agreement, whether prior to, on or after the Effective Date, including information relating to and the terms of this Agreement, information relating to the Licensed Product (including the Regulatory Documentationif longer), or the scientific, regulatory or business affairs or other activities of either Party, including trade secrets.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates or contractors may, from time to time, prior to or after the date hereof, disclose to the other Party information of a technical or its Affiliates under this Agreement, Confidential Information (defined below)non-technical nature that is not generally known to the trade or public. Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will use reasonable best efforts to cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives")contractors, not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), such information including, without limitation, information relating in any way to the products, processes, and services of the disclosing each Party or its RepresentativesAffiliates or contractors, which becomes known to the receiving other Party on or prior to the date of the termination or expiration of this Agreement. The obligations of this Section 11.1 9.1 will not apply to information that the receiving Party can demonstrate: (i) that is rightfully known to the receiving a Party as shown by written records prior to its disclosure by the disclosing Party or its Representativescontractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representativesother Party; or (iii) that is received by the receiving a Party from Third Parties third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and such third party did not receive such information from the disclosing Party or its Affiliates or its or their Representativesother Party. For clarity, the existence of and terms of this This Agreement shall not be deemed to restrict the Confidential Information of both Parties and may not be disclosed to receiving Party from complying with a lawfully issued governmental order or any other Party without the prior express written consent requirement of applicable Law to produce or disclose confidential information of the other Party; provided that the receiving Party hereto (not shall have complied with the requirements of this Section 9.1. With respect to any such governmental order or requirement of applicable Law, the receiving Party, if legally permitted in the circumstances, shall promptly notify the disclosing Party of such order so that the disclosing Party may seek to quash such order or to obtain an appropriate protective order requiring that the confidential information that is the subject of such order or requirement of applicable Law be unreasonably withheld)held in confidence or, if disclosed, be used only for the purposes for which such order was issued or such requirement of applicable Law covers. The term "Confidential Information" means receiving Party shall reasonably cooperate with the disclosing Party in any technical, business such proceeding. With respect to any such order that is not quashed or any other requirement of applicable Law to disclose confidential information provided by or on behalf of the disclosing Party, the receiving Party shall furnish only that portion of such confidential information that the receiving Party is advised by counsel is legally required to be disclosed and the receiving Party shall, at the disclosing Party’s written request and cost, exercise its reasonable efforts, in its sole discretion, to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the other Party or its Affiliates in connection confidential information so disclosed. The receiving Party’s obligations shall be qualified to the extent it is reasonably able to comply with this Agreement, whether prior to, on or after the Effective Date, including information relating to and the terms of this Agreement, information relating to Section 9.1 depending upon the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs order or other activities of either Party, including trade secretslegal requirement and the timing within which the receiving Party is obligated to comply therewith.

Non-Disclosure and Non-Use Obligation. Each Party or its Affiliates or contractors may, from time to time, prior to or after the date hereof, disclose to the other Party information of a technical or its Affiliates under this Agreement, Confidential Information (defined below)non-technical nature that is not generally known to the trade or public. Each Party (the "receiving Party") agrees that it will not, and will cause its Affiliates, and will use commercially reasonable efforts to cause its or their employees, agents, contractors or sublicensees (collectively, "Representatives")contractors, not to, use for any purpose other than as necessary to perform its obligations or exercise its rights under this Supply Agreement, and will not disclose to anyone in any manner whatsoever, any Confidential Information of the other Party (the "disclosing Party"), such information including, without limitation, information relating in any way to the products, processes, and services of the disclosing each Party or its RepresentativesAffiliates or contractors, which becomes known to the receiving other Party on or prior to the date of the termination or expiration of this Supply Agreement. The obligations of this Section 11.1 9.1 will not apply to information that the receiving Party can demonstrate: (i) that is rightfully known to the receiving a Party as shown by written records prior to its disclosure by the disclosing other Party or its Representativescontractors; (ii) that becomes public information or is generally available to the public other than by an unauthorized act or omission of the disclosing Party or its Affiliates or its or their Representativesother Party; or (iii) that is received by the receiving a Party from Third Parties third parties who are in rightful possession of such information and who are lawfully entitled to disclose such information and did not receive such information from the disclosing Party or its Affiliates or its or their Representativesother Party. For clarityFrom and after the Closing Date, the existence Transferred Assets and all confidential information relating solely and exclusively to the Transferred Assets or the manufacture thereof shall be considered the confidential information of Buyer under this Section 9.1 and terms the obligations of this Agreement Section 9.1 in respect thereof will apply to the Manufacturer and will not apply to Buyer. It being understood, for the avoidance of doubt, that, without limitation, to the extent any confidential information related to the Transferred Assets or the manufacture thereof is used by the Manufacturer in the retained business thereof, such confidential information shall be deemed constitute the Confidential Information confidential information of both Parties and may not be disclosed to any other Parties. Upon the termination or expiration of this Supply Agreement, each Party without the prior express will return or destroy (with written consent of the other Party hereto (not to be unreasonably withheld). The term "Confidential Information" means any technical, business or other information provided by or on behalf of the disclosing Party confirmation thereof) to the other Party all documents that include confidential information of each Party or its Affiliates contractors (other than, in connection with the case of Buyer, upon termination of this Supply Agreement after the Closing Date or expiration of this Supply Agreement, whether prior to, on or after the Effective DateTransferred Assets), including information relating to all copies of such documents or extracts therefrom, if any, and the terms will make no further use of this Agreement, information relating to the Licensed Product (including the Regulatory Documentation), or the scientific, regulatory or business affairs or other activities of either Party, including trade secretssuch information.