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

Non-Disclosure and Non-Use. (a) All information disclosed by one party to the other party hereunder (“Information”) shall be maintained in confidence by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] years from disclosure of such information, except to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i) or 15.1(b)(ii) shall remain otherwise subject to the confidentiality and non-use provisions hereof.

Non-Disclosure and Non-Use. (a) All information disclosed by one party to the other party hereunder (“Information”) shall be maintained in confidence by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] years from disclosure of such information, except to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEESsublicensees, agents, consultants, and/or other third parties for the research, development, manufacture development and/or commercialization of a PRODUCTS, LICENSED PRODUCT or LICENSED PROCESSPROCESSES, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i14.1(b)(i) or 15.1(b)(ii14.1(b)(ii) shall remain otherwise subject to the confidentiality and non-use provisions hereof.

Non-Disclosure and Non-Use. Except as expressly provided in this Article 3, the parties agree that, during the term of this Agreement and for [*****] thereafter, the receiving party (a) All information disclosed will not publish or otherwise disclose to any third party, and (b) will not use for any purpose except for the purposes contemplated by one party this Agreement any Confidential Information furnished to it by the other party hereunder (“Information”) shall pursuant to this Agreement. Each party will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party, as a receiving party, will take at least those measures that it takes to protect its own confidential information of a similar nature. The obligations under this Article 3 will not apply to any information to the extent that it can be maintained in confidence established by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] years from disclosure of such information, except to the extent by competent proof that such information: (i) is was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure by receiving the disclosing party under this Article 3; (ii) was generally available to the public or otherwise part of the public domain at the time of its receipt, and not through a prior disclosure to the receiving party by the disclosing party under this Article 3; (iii) became generally available to the public or otherwise part of the public domain after its disclosure by the disclosing party under this Article 3 other than through any act or omission of the receiving party in breach of this Agreement; (iv) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as documented such development is shown by the receiving party’s business records;records (however such records do not need to document that the development was independent); or (iiv) is was subsequently lawfully disclosed, without any non-use or becomes part non-disclosure obligations for the benefit of the public domain or generally known to the public through no fault of the receiving disclosing party; (iii) is subsequently disclosed , to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to person other than the disclosing party; (iv) is developed by . Juno acknowledges that it has no right to receive, and MabVax shall not provide the receiving party independently Domains, or the genetic sequences of Information received from the disclosing partyany antibody or antibody fragment therein, as documented by the receiving party’s business records; (b) Notwithstanding the foregoingor any binding domain therein, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement. In any event, and/or loanhowever, financing or investment and/or acquisition, merger, consolidation or similar transaction the Domains constitute MabVax Confidential Information (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i) or 15.1(b)(ii) shall remain otherwise subject to the confidentiality and non-use provisions hereofof Section 3.1).

Non-Disclosure and Non-Use. (a) All non-public information disclosed by one party to the other party hereunder (“Information”) shall be maintained in confidence by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] ([***]) years from disclosure of such information, except to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing partycovering such information; (iv) is developed by the receiving party independently of Information information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) in the case of COMPANY, its AFFILIATES or SUBLICENSEES to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) in the case of COMPANY, its AFFILIATES or SUBLICENSEES, as deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEESsublicensees, agents, consultants, and/or other third parties for the research, development, manufacture development and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESSPRODUCT, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i14.1(b)(i) or 15.1(b)(ii14.1(b)(ii) shall will remain otherwise subject to the confidentiality and non-use provisions hereof.

Non-Disclosure and Non-Use. (a) All information disclosed by one party to the other party hereunder (“Information”) shall be maintained in confidence by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] years from disclosure of such information, except to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture development and/or commercialization of a PRODUCTS, LICENSED PRODUCT or LICENSED PROCESS, PROCESSES and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i14.1 (b)(i) or 15.1(b)(ii14.1(b)(ii) shall remain otherwise subject to the confidentiality and non-use provisions hereof.

Non-Disclosure and Non-Use. The parties also agree that disclosure of CSHL Confidential Information and/or Alnylam Confidential Information to third parties could destroy the value of such information and each hereby agrees, with respect to the Confidential Information of the other party, (i) not to use any such Confidential Information except as expressly permitted hereunder or as authorized in writing by the disclosing party; (ii) to safeguard such Confidential Information against disclosure to others with the same degree of care as it exercises with its own confidential information but in no event less than a reasonable degree of care; (iii) to xxxx any duplication or reproduction, in whole or in part, of such Confidential Information with a proprietary notice stating that same is the Confidential Information of the other party; and (iv) not to disclose such Confidential Information to others without the permission of the other party, all such obligations to continue until the later of (a) All information disclosed by five years from the date of the disclosure of the corresponding Confidential Information or (b) one party year from the effective date of termination of this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, the obligations under this Agreement shall not apply with respect to any information that the receiving party can demonstrate (a) is, as of the date of disclosure or development hereunder, known to the receiving party as evidenced by written records; (b) is, as of the date of disclosure or development hereunder, or becomes in the future, publicly available other party hereunder than by act or omission of the receiving party; (“Information”c) shall be maintained in confidence is rightfully obtained by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein without the prior written consent of the disclosing party, for a period of [***] years from disclosure of such information, except to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation without any binder of confidentiality to the disclosing party; secrecy, or (ivd) is has been independently developed by the receiving party independently without use of Information received from or reference to the disclosing party's Confidential Information, as documented demonstrated by such receiving party's independent written records contemporaneous with such development. Notwithstanding any provisions of this Agreement to the contrary, the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: Confidential Information of the disclosing party to the extent and to the persons or entities required under applicable governmental law, rule, regulation or order, including without limitation if required by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq, provided that such receiving party (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that first gives prompt notice of such disclosure may be only requirement to the extent reasonably necessary disclosing party so as to obtain patents enable the disclosing party to seek any limitations on or authorizations. exemptions from such disclosure requirement and (ii) deemed necessary reasonably cooperates, at the disclosing party's request and expense in any such efforts. In addition, the parties and their respective duly designated employees, agents or representatives or other agents may disclose to any and all such persons, without limitation, the United States federal tax treatment and tax structure of the transaction(s) covered by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture and/or commercialization this Agreement and all materials of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition any kind that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i) or 15.1(b)(ii) shall remain otherwise subject provided to the confidentiality parties relating to such tax treatment and non-use provisions hereoftax structure.

Non-Disclosure and Non-Use. (a) All information disclosed by one party The Receiving Party agrees to treat as secret and hold in strict confidence all Confidential Information it receives from the other party hereunder (“Information”) shall be maintained Disclosing Party in confidence by connection with their cooperation or otherwise in connection with the receiving party and shall Corporation or its business, activities or affairs. The Receiving Party agrees that it will not be disclosed disclose any Confidential Information to any third party or used for any purpose except as set forth herein other Person without the prior written consent permission of the disclosing party, for a period of [***] years from disclosure of such information, except to Disclosing Party (or as otherwise specifically provided in this Agreement). The Receiving Party also agrees that it will only use the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Confidential Information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with this Agreement and the business of the Corporation and (if the Receiving Party is a licensing/sublicensing transaction and/or a permitted assignment Shareholder) in connection with monitoring and evaluating the Receiving Party's investment in, and business relationship with, the Corporation and the exercise of the Receiving Party's rights and performance of the Receiving Party's obligations under this Agreement, and/or loanthe Articles of Incorporation of the Corporation, financing the Supply Agreements and other instruments, agreements and arrangements that are or may be entered into by the parties in connection with the Corporation and its business. The Receiving Party agrees that only (i) its employees with a bona fide need to know, and who have signed an appropriate confidentiality agreement, (ii) its attorneys, accountants and other professional advisors subject to obligations of confidentiality, (iii) its officers and directors and (iv) any potential acquirer, investor or lender in connection with any potential sale of all or substantially all of the assets or equity securities of the Receiving Party or any potential merger or consolidation in which the Receiving Party, is a constituent party, or a potential investment and/or acquisitionin or loan to the Receiving Party as applicable (including any investment or commercial bankers, mergerlegal counsel, consolidation and any other advisors in connection with the performance of customary due diligence by such potential acquirer, investor or similar transaction (or for such entities to determine their interest in performing such activities) lender), in each case subject to obligations of confidentiality, shall be provided access to the Confidential Information of the Disclosing Party; provided that Confidential Information may not be provided pursuant to clause (iv) to any change of control entity of the Disclosing Party as indicated in Schedule C. In the event the Receiving Party is required by court order, by the rules of any exchange or market on which the condition Receiving Party's securities are traded, or by law or legal process, to disclose Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent lawful, inform the Disclosing Party in writing prior to making such disclosure to provide sufficient time to request a protective order or other appropriate measure, and the Receiving Party will disclose only such information that is legally required and will use its commercially reasonable efforts to obtain confidential treatment for any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Confidential Information that is disclosed under 15.1(b)(i) or 15.1(b)(ii) so disclosed. The obligations imposed by this Section 7.2 shall remain otherwise subject to survive the confidentiality and non-use provisions hereoftermination of this Agreement.

Non-Disclosure and Non-Use. (a) All information disclosed by one party to the other party hereunder (“Information”) The Receiving Party shall be maintained in confidence by the receiving party keep confidential and shall not be disclosed disclose to any third party or used Third Parties and shall not use for any purpose except as set forth herein without purpose, other than as, in either case, provided for in this Agreement, the prior written consent Transition Services Agreement, Sales Services Agreement, the Manufacturing Agreements, or any other Ancillary Agreement, any Confidential Information of the disclosing party, Disclosing Party for a period of [*] ([*]) [*] years from disclosure of such informationdisclosure, except for any identified as trade secrets, for which the obligation shall continue. The obligations with respect to confidentiality and non-use shall no longer apply, however, to a Disclosing Party’s Confidential Information to the extent that such information: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by the receiving party’s business records; (iia) is or becomes part of the public domain published or generally known to the public through no fault or omission on the part of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Information received from the disclosing party, as documented by the receiving party’s business records;Receiving Party; or (b) Notwithstanding was known or used by the foregoing, a party may disclose Information: (i) Receiving Party prior to governmental or other regulatory agencies in order its disclosure by the Disclosing Party to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSESthe Receiving Party as evidenced by its written records, provided however that such disclosure may be only this clause (b) shall not apply to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEES, agents, consultants, and/or other third parties for the research, development, manufacture and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Confidential Information that is disclosed under 15.1(b)(iconfidential to both parties as set forth in Section 13.1; or (c) or 15.1(b)(ii) shall remain otherwise subject is provided to the Receiving Party without obligation of confidentiality or limitation on use by a Third Party having the right to do so; provided that such Third Party was not bound by any agreement to keep such information confidential or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; or (d) was independently developed by the Receiving Party as evidenced by its contemporaneous written records without reference to or the aid, application or use of Confidential Information of the Disclosing Party. For the avoidance of doubt, Confidential Information pertaining to a combination of published elements shall not be deemed to be in the public domain because the individual elements of such confidential combination are in the public domain, unless the specific combination of those elements is also in the public domain. Furthermore, upon the transfer of ownership of any Product Rights from ALZA to GENUPRO, Confidential Information disclosed by or on behalf of ALZA to GENUPRO pertaining to such Product Rights shall be deemed confidential to GENUPRO as well, as set forth in Section 13.1 above. Additionally, notwithstanding anything to the contrary herein, the duration of the confidentiality obligation will continue indefinitely as to any unpublished Confidential Information pertaining to the manufacture of Agreement Product that by its nature is commonly recognized in the industry as constituting valuable trade secret information, including any such information that is not accessible by the public in the Chemistry, Manufacturing and non-use provisions hereofControls (CMC) section of drug applications submitted to Regulatory Authorities or other Regulatory Submissions, except as provided in Section 13.3 below.

Non-Disclosure and Non-Use. (a) All information disclosed by one party to the other party hereunder (“Information”) Neither Party shall be maintained in confidence by the receiving party and shall not be disclosed disclose to any third party or used nor use for its own purposes (other than those contemplated by this Agreement) any purpose except as set forth herein without the prior written consent Confidential Information of the disclosing partyother Party. For purposes of this Agreement, for “Confidential Information” shall mean all proprietary information, including know-how, trade secrets, business plans, pharmaceuticals, materials, operations, equipment, processes, methods, strategies and systems, and financial information, prices, materials, building techniques and any drawings, specifications, designs and other information or data, or any fact with respect to any of the foregoing relating to the Services performed under this Agreement, that is disclosed in any manner by or on behalf of a period of Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its permitted recipients pursuant to this Agreement or prior to entry into this Agreement in connection with the Parties’ discussions to enter into this Agreement commencing on [***] years from disclosure ]. This Agreement will be deemed to be the Confidential Information of such informationboth Parties. Notwithstanding the above, except either Party may disclose Confidential Information to the extent that such information: (i) is known by receiving party at the time those of its receiptand its Affiliates’ directors, and not through a prior disclosure by the disclosing partyofficers, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault of the receiving party; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iv) is developed by the receiving party independently of Information received from the disclosing party, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose Information: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEESemployees, agents, consultants, and/or other third parties representatives and advisors (collectively, “Agents”) and to those approved subcontractors who have a need to know for the research, development, manufacture and/or commercialization purposes of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement. Each Party shall ensure that all of its Agents and subcontractors are bound by confidentiality obligations no less stringent than those stated herein. The Receiving Party shall be liable for any failure of any of its Agents to (a) maintain the confidentiality of the Disclosing Party’s Confidential Information, and/or loanor (b) otherwise comply with the terms of this Article 10 to the same extent as the Receiving Party is obligated to do so. Additionally, financing each Receiving Party shall have the right to disclose Confidential Information of the Disclosing Party (including the Agreement) to the Receiving Party’s actual or investment and/or acquisitionpotential third party investors or actual or potential third party acquirers, mergerlicensees or collaborative or other partners, consolidation or similar transaction (or for such entities and to determine their interest in performing such activities) the Receiving Party’s bankers, auditors, lawyers, accountants, and agents, provided, in each case on the condition that any each such third party needs to whom know such disclosures are made agree Confidential Information and is bound to be bound by a confidentiality agreement. Information that is disclosed under 15.1(b)(i) or 15.1(b)(ii) shall remain otherwise subject to the confidentiality and non-use provisions hereofobligations no less stringent than those set forth herein.

Non-Disclosure and Non-Use. (a) All proprietary and confidential information (“INFORMATION”) disclosed by one party to the other party hereunder (“Information”) shall be maintained in confidence by the receiving party and shall not be disclosed to any third party or used for any purpose except as set forth herein under this Agreement without the prior written consent of the disclosing party, for a period of [***] years from disclosure the expiration or effective date of such informationtermination of this Agreement, except to the extent that such informationINFORMATION: (i) is known by receiving party at the time of its receipt, and not through a prior disclosure by the disclosing partyparty or its AFFILIATE, as documented by the receiving party’s business records; (ii) is or becomes part of the public domain or generally known to the public through no fault wrongful action of the receiving partyparty or its AFFILIATE; (iii) is subsequently disclosed to the receiving party by a third party who may lawfully do so and is not under an obligation of confidentiality to the disclosing partyparty or its AFFILIATE; (iv) is developed by the receiving party independently of Information information received from the disclosing partyparty or its AFFILIATE, as documented by the receiving party’s business records; (b) Notwithstanding the foregoing, a party may disclose InformationINFORMATION: (i) to governmental or other regulatory agencies in order to obtain patents or to gain or maintain approval to conduct clinical trials or to market LICENSED PRODUCTS or LICENSED PROCESSES, provided however that such disclosure may be only to the extent reasonably necessary to obtain patents or authorizations. (ii) deemed necessary by COMPANY to be disclosed to AFFILIATES, affiliated entities, SUBLICENSEESsublicensees, agents, consultants, and/or other third parties for the research, development, manufacture development and/or commercialization of a LICENSED PRODUCT or LICENSED PROCESS, and/or in connection with a licensing/sublicensing transaction and/or a permitted assignment under this Agreement, and/or loan, financing or investment and/or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) in each case on the condition that any third party to whom such disclosures are made agree to be bound by a confidentiality agreement. Information INFORMATION that is disclosed under 15.1(b)(iSection 14.1(b)(i) or 15.1(b)(ii(ii) shall will remain otherwise subject to the confidentiality and non-use provisions hereof.