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

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to hold each of them that other’s Proprietary or Confidential Information remain confidential. Accordinglyin strict confidence; provided, in order however, that as to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any notes, extracts, summaries and all Proprietary or other materials derived Confidential Information it obtains in any way from accordance with the inspection or evaluation thereof by the Recipient, except standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, directorsconsultants, officers, and representatives that attorneys and/or subcontractors who have a need to know such and may make copies of Proprietary or Confidential Information in order only to exercise that Party’s rights and perform the extent reasonably necessary to carry out its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipienthereunder. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and The Receiving Party will notify the Discloser immediately. Except as otherwise expressly set forth hereinDisclosing Party immediately of any unauthorized disclosure or use, neither and will cooperate with the Disclosing Party will have any liability resulting from use to protect all proprietary rights in and ownership of the its Proprietary or Confidential Information by the otherInformation.

Non-Disclosure and Non-Use. The Parties agree that it is imperative During the Term and for [***] years thereafter, each of them that Miltenyi and Autolus shall keep Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, other Party in strict confidence and in consideration of each shall not (i) use the other Party’s making it available to Confidential Information for any use or purpose except as expressly permitted under this Agreement, the Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloserother Party’s prior written consent, any portion of the Confidential Information or any notesto anyone other than those of its Affiliates, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employeesSubcontractors, directors, officers, employees, agents, contractors, collaborators and representatives that have a consultants, and in the case of Autolus, its Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations for a use or purpose expressly permitted under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) . Each Receiving Party shall take reasonable measures to protect the Discloser’s Confidential Information as it protects its own Confidential Information secrecy of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, avoid disclosure and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to clause (ii) in the first sentence of this Section 14.2 is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as protective of the otherDisclosing Party’s Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party’s Confidential Information to such Authorized Representative. The Receiving Party shall be responsible for any breach of this Agreement by its Authorized Representatives.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Each receiving Party agrees to maintain in confidence the disclosing Party’s Confidential Information remain confidentialand not to disclose, publish or otherwise communicate such Confidential Information. AccordinglyA receiving Party may disclose the disclosing Party’s Confidential Information only on a need to know basis to its Affiliates and Sublicensees or potential Sublicensees, as the case may be, and to their respective employees and consultants, in order each case, who are under written obligations of confidentiality to maintain the confidentiality receiving Party at least as stringent as those set forth herein. A receiving Party agrees to use the same degree of care in protecting the disclosing Party Confidential Information at it uses to protect its own Confidential Information. The provisions of this Section 8.1 will not apply to any Confidential Information disclosed hereunder which: (a) was known or used by the receiving Party or any of its Affiliates or Sublicensees or potential Sublicensees prior to its date of disclosure to the receiving Party, as demonstrated by competent evidence of the receiving Party; (b) either before or after the date of the disclosure to the receiving Party is lawfully disclosed to the receiving Party or any of its Affiliates or Sublicensees or potential Sublicensees by an independent, unaffiliated third party rightfully in possession of the Confidential Information, and in consideration ; or (c) either before or after the date of each Party’s making it available the disclosure to the other Party, receiving Party becomes published or generally known to the Parties hereby further agree as follows: public through no fault or omission on the part of the receiving Party or its Affiliates or Sublicensees; or (ad) not is independently developed by the receiving Party or any of its Affiliates or Sublicensees or potential Sublicensees without reference to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use disclosing Party. If required, the receiving Party may disclose the Confidential Information of the disclosing Party to comply with applicable laws or regulations, to defend or prosecute litigation, to file for personal gain patent protection, or to advance file for regulatory approval to test or support its business ventures market Licensed Products or the business ventures of Third PartiesLicensed Services; provided, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar naturehowever, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In additionthat, where available, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use receiving Party takes reasonable and lawful actions to avoid and/or minimize the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery degree of an unauthorized such disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential A Receiving Party shall protect the Proprietary Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Disclosing Party using at least the same degree of care to prevent the unauthorized use, dissemination, distribution, disclosure, or publication of such Proprietary Information as the Receiving Party uses to protect its own Proprietary Information. In no event shall the Receiving Party use less than a reasonable standard of care in its treatment of such Proprietary Information. The Receiving Party shall not have the right to use the Disclosing Party’s Proprietary Information for any purpose other than the purposes contemplated by this Agreement (including performing, receiving, and assuming responsibility for the Services, exercising rights and responsibilities under this Agreement, and enforcing this Agreement) without the consent of the Disclosing Party, which the Disclosing Party may give or withhold in consideration its sole discretion. The Receiving Party shall limit disclosure of each such Proprietary Information to the Receiving Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officersAffiliates, and representatives that third party contractors (including outsourcing service providers) (i) who have a need to know such Confidential Proprietary Information in order to exercise that Party’s rights for the purposes of this Agreement, (ii) who are informed of the confidential nature of such Proprietary Information, and perform its obligations under this Agreement and (iii) who agrees have agreed in writing to use, hold, and protect such Proprietary Information in accordance with this Agreement. The Receiving Party shall be bound by the terms responsible for any breaches of this Agreement or an agreement with terms no less protective Section 4 by its employees, Affiliates, Subcontractors and others to whom Proprietary Information of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Disclosing Party will have any liability resulting from use of the Confidential Information by the otheris disclosed.

Non-Disclosure and Non-Use. The Parties agree that it is imperative agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to hold each of them that other’s Proprietary or Confidential Information remain confidential. Accordinglyin strict confidence; provided, in order however, that as to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any notes, extracts, summaries and all Proprietary or other materials derived Confidential Information it obtains in any way from accordance with the inspection or evaluation thereof by the Recipient, except standards it employs with respect to its employees, directors, officers, own confidential information (but in no event less than a reasonable standard) and representatives that will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees who have a need to know such and may make copies of Proprietary or Confidential Information in order only to exercise that Party’s rights and perform the extent reasonably necessary to carry out its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipienthereunder. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and The Receiving Party will notify the Discloser immediatelyDisclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential Information. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of * Certain information on this page has been omitted and filed separately with the Commission. Confidential Information by treatment has been requested with respect to the otheromitted portions.

Non-Disclosure and Non-Use. The Parties agree that it is imperative During the Term and for [***] years thereafter, each of them that Miltenyi and Autolus shall keep Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Disclosing Party in strict confidence and shall not (i) use the Disclosing Party’s Confidential Information for any use or purpose (including, for clarity, analyze, reverse-engineer, or disassemble any item of Confidential Information or attempt to discover or deduce any trade secret contained in any such Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: ) except (a) not to for performing this Agreement, or (b) as expressly permitted under this Agreement or the Quality Agreement, as applicable, or as otherwise authorized in writing in advance by the Disclosing Party, or (ii) disclose or otherwise reveal, without the DiscloserDisclosing Party’s prior written consent, any portion of the Confidential Information or any notesto anyone other than those of its Affiliates, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employeesSubcontractors, directors, officers, employees, agents, contractors and representatives that have a consultants, and in the case of Autolus, its Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations for performing this Agreement or a use or purpose expressly permitted under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third PartiesQuality Agreement, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) as applicable. Each Receiving Party shall take reasonable measures to protect the Discloser’s Confidential Information as it protects its own Confidential Information secrecy of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, avoid disclosure and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but in any case not less than reasonable measures) and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to subclause (ii) of this Section 14.2 above is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as protective of the otherDisclosing Party’s Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party’s Confidential Information to such Authorized Representative. The Receiving Party shall be responsible for any breach of this Agreement and the confidentiality obligations imposed on the Authorized Representatives by its Authorized Representatives. 34. Amendment to Article 16. Article 16 is hereby amended and replaced in its entirety to read as follows: All notices, demands, requests, consents, approval and other communications required or permitted to be given under this Agreement pertaining to the contractual relationship (including, for instance, any notice of termination, request for assignment, notice of Change of Control etc.) shall be in writing and will be delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, confirmed by mailing as described above at the address set forth below or to such other address as any Party may give to the other Party in writing for such purpose in accordance with this Article 16: If to Miltenyi: Miltenyi Biotec B.V. & Co. KG Xxxxxxxxx-Xxxxx-Str. 68 51429 Bergisch Gladbach Germany Attn: Managing Director With copy to (for legal matters): Miltenyi Biotec B.V. & Co. KG Xxxxxxxxx-Xxxxx-Str. 68 51429 Bergisch Gladbach Germany Attn: General Counsel

Non-Disclosure and Non-Use. The Parties agree that it is imperative Each Party agree, both during the Term of this Agreement and for each a period of them that Confidential Information remain confidential. Accordinglytwo (2) years thereafter, in order to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to hold the other Party’s Proprietary or Confidential Information in strict confidence; provided, the Parties hereby further agree however, that as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 31 and elsewhere in this Agreement. Accordingly, each Party agrees as follows: A. The Receiving Party will hold any notes, extracts, summaries and all Proprietary or other materials derived Confidential Information it obtains in any way from accordance with the inspection or evaluation thereof by the Recipient, except standards it employs with respect to its employees, directors, officers, own confidential information (but in no event less than a reasonable standard) and representatives that will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and B. The Receiving Party may disclose or provide access solely to its responsible employees who have a need to know such and may make copies of Proprietary or Confidential Information in order only to exercise that Party’s rights and perform the extent reasonably necessary to carry out its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipienthereunder. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and The Receiving Party will notify the Discloser immediately. Except as otherwise expressly set forth hereinDisclosing Party immediately of any unauthorized disclosure or use, neither and will cooperate with the Disclosing Party will have any liability resulting from use to protect all proprietary rights in and ownership of the its Proprietary or Confidential Information by the otherInformation.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither the Receiving Party will have any liability resulting from use 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 (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 otherParties 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 11.1.2 (Non-Disclosure and Non-Use) and will be responsible for ensuring that such Persons maintain the Disclosing Party’s Confidential Information in accordance with this Article 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. The Parties agree that it is imperative During the Term and for five (5) years thereafter, each of them that Miltenyi and Bellicum shall keep Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, other Party in strict confidence and in consideration of each shall not (i) use the other Party’s making it available to Confidential Information for any use or purpose except as expressly permitted under this Agreement, the Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloserother Party’s prior written consent, any portion of the Confidential Information or any notesto anyone other than those of its Affiliates, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employeesSubcontractors, directors, officers, employees, agents, contractors, collaborators and representatives that have a consultants, and in the case of Bellicum, its Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations for a use or purpose expressly permitted under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) . Each Receiving Party shall take reasonable measures to protect the Discloser’s Confidential Information as it protects its own Confidential Information secrecy of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, avoid disclosure and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but not less than reasonable measures) and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to clause (ii) in the first sentence of this Section 14.2 is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as protective of the otherDisclosing Party’s Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party’s Confidential Information to such Authorized Representative. The Receiving Party shall be responsible for any breach of this Agreement by its Authorized Representatives.