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

Non-Disclosure and Non-Use Obligation. Except as otherwise expressly set forth herein, the Receiving Party will, during the Term and for a period of [**] thereafter, keep the Confidential Information of the Disclosing Party confidential using at least the same degree of care with which the Receiving Party holds its own Confidential Information [**] and will not (a) disclose such Confidential Information to any Person without the prior written approval of the Disclosing Party, except, solely to exercise its rights or perform its obligations under this Agreement, to its employees, Affiliates, Sublicensees, and 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 non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement and for whom the Disclosing Party will be responsible, or (b) use such Confidential Information for any purpose other than for the purposes contemplated by this Agreement. The Receiving Party will use [**] to cause the foregoing Persons to comply with the restrictions on use and disclosure set forth in this Section 10.2 (Non-Disclosure and Non-Use Obligation) and will be responsible for ensuring that such Persons maintain the Disclosing Party’s Confidential Information in accordance with this Article 10 (Confidentiality). Each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Non-Disclosure and Non-Use Obligation. Except as otherwise expressly set forth herein, each Party (the “Receiving Party Party”) will, during the Term and for a period of [***] thereafter, keep the Confidential Information of the other Party (the “Disclosing Party Party”) confidential using at least the same degree of care with which the Receiving Party holds its own Confidential Information [**] 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, except, solely to the extent necessary to exercise its rights or perform its obligations under this Agreement, to its employees, Affiliates, Sublicensees, and 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 non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement and for whom the Disclosing Party will be responsible, or (b) use such Confidential Information for any purpose other than for the purposes contemplated by this Agreement. The 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 10.2 11.2 (Non-Disclosure and Non-Use Obligation) ), and will be responsible for ensuring that such Persons maintain the Disclosing Party’s Confidential Information in accordance with this Article 10 11 (Confidentiality). Each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information.

Non-Disclosure and Non-Use Obligation. Except as otherwise expressly set forth herein, each Party (the “Receiving Party will, during the Term and for a period of [**] thereafter, Party”) will keep the Confidential Information of the other Party (the “Disclosing Party Party”) confidential using at least the same degree of care with which the Receiving Party holds its own Confidential Information [**] 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, except, solely to the extent necessary to exercise its rights or perform its obligations under this Agreement, to its employees, Affiliates, Sublicensees, and 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 non-use provisions at least as restrictive or protective of the Parties as those set forth in this Agreement and for whom the Disclosing Receiving Party will be responsible, or (b) use such Confidential Information for any purpose other than for the purposes contemplated by this Agreement. The 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 10.2 11.2 (Non-Disclosure and Non-Use Obligation) and will be responsible for ensuring that such Persons maintain the Disclosing Party’s Confidential Information in accordance with this Article 10 11 (Confidentiality). Each Party will promptly notify the other Party of any misuse or unauthorized disclosure of the other Party’s Confidential Information. The 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 remains a trade secret, if longer).

Non-Disclosure and Non-Use Obligation. Except as otherwise expressly set forth herein, the Receiving Party will, during the Term and for a period of [**] thereafter, will keep the Confidential Information of the Disclosing Party confidential using at least the same degree of care with which the Receiving Party holds its own Confidential Information [**] confidential information, but in no event less than a commercially reasonable degree of care, and will not (a) disclose such Confidential Information to any Person person or entity without the prior written approval of the Disclosing Party, except, solely to the extent necessary to exercise its rights or perform its obligations under this Agreement, to its employees, Affiliates, SublicenseesSublicensees (with respect to JW), Third Party Licensees (with respect to TSVT) and Subcontractorscontractors, consultants, consultants or agents who have a need to know such Confidential Information, all of whom will be similarly bound by confidentiality, non-disclosure, and non-use the provisions at least as restrictive or protective of the Parties as those set forth in this Agreement Article X and for whom whose compliance herewith the Disclosing Party will be responsible, or (b) use such Confidential Information for any purpose other than for the purposes contemplated by this Agreement. The Receiving Party will use [**] diligent efforts to cause the foregoing Persons to comply with the restrictions on use and disclosure of the Disclosing Party’s Confidential Information set forth in this Section 10.2 (Non-Disclosure and Non-Use Obligation) 10.2, and will be responsible for ensuring that such Persons maintain the Disclosing Party’s Confidential Information in accordance with this Article 10 X. For purposes of this Agreement solely with respect to the Initial Product, TSVT may share all Confidential Information (Confidentiality)including clinical data) with the TSVT Collaborator, and any disclosure shall not require any prior written consent of JW. Each Party will promptly notify For purposes of this Article X, the other Party of any misuse TSVT Collaborator shall also be considered a “Receiving Party” or unauthorized disclosure of a “Disclosing Party” as the other Party’s case may be, and is afforded the rights to disclose Confidential InformationInformation as set forth in Sections 10.5 and Section 10.6 below.