Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 during the Term and for a period of [***] years thereafter, each Party and their respective Affiliates shall maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the other Party. “Confidential Information” means all confidential or proprietary information (including information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting MTI Know-How or MTI Regulatory Documentation shall be Confidential Information of MTI (and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 VI, during the Term and for a period of [...***...] years thereafter, each Party and their respective Affiliates shall will maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the other PartyInformation. “Confidential Information” means all confidential or proprietary information Know-How (including the terms of this Agreement and information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, ”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting MTI Know-How Ablynx Collaboration IP (not being an Ablynx Improvement) or MTI Regulatory Documentation shall Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of MTI (both Ablynx and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto)Sanofi, (b) either Party may disclose Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentationto its employees agents, and each Potential Co-Exploited Product Data Packagelegal counsel, shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) consultants, advisors, clinical investigators, sublicensees and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving sub)contractors, provided that such Party with respect thereto). Each Party shall use uses at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants and consultants, clinical investigators and any sublicensees or (sub)contractors only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities of the other Party.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 during Employee shall not, without first obtaining the Term and for express written consent of the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a period court of [***] years thereaftercompetent jurisdiction or a government entity under compulsion of law, each Party and their respective Affiliates shall maintain in confidence, and use only for purposes as expressly authorized and contemplated by disclose the existence or terms of this Agreement, all Confidential Information nor the substance of the other Party. “Confidential Information” means all confidential or proprietary information (including information relating negotiations leading to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” providedto any other Person; save and except to Employee’s spouse, that notwithstanding anything personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the contraryextent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information constituting MTI Know-How or MTI Regulatory Documentation shall be Confidential Information of MTI (as defined in the Employment Agreement) and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) agreed to preserve and protect the confidential nature of the Confidential Information constituting Licensee Know-How or Licensee Regulatory DocumentationInformation. Employee also agrees to continue to abide by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, and each Potential Co-Exploited Product Data Packagewithout limitation, shall be Confidential Information of Licensee (and Licensee shall be deemed Employee’s continuing obligations under the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Employment Agreement and Confidential Information consisting the Company’s Code of Joint Know-How Business Conduct and Ethics. Employee shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses take all reasonable measures to protect its own Confidential Information to ensure that its the secrecy of and its Affiliates’ employees, agents, consultants avoid disclosure and clinical investigators only make unauthorized use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information. Employee expressly acknowledges that Employee’s breach of the obligations contained in this Section 8 will likely cause irreparable and substantial harm to the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 during the Term and for a period of [***] years thereafter, each Receiving Party acknowledges that Confidential Information will be disclosed to it by Disclosing Party and their respective Affiliates shall maintain that such Confidential Information, and any information related thereto disclosed before, during, or after the Business Purposes, is confidential, proprietary, substantial and valuable to Disclosing Party, and that the unlawful use or disclosure of such Confidential Information will cause irreparable damage and financial loss to Disclosing Party. Receiving Party promises and agrees to receive and use reasonable efforts to hold Confidential Information in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information . Without limiting the generality of the other Party. “Confidential Information” means all confidential or proprietary information (including information relating to such Party’s research programsforegoing, development, marketing Receiving Party further promises and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to the contrary, agrees: (a) to protect and safeguard the Confidential Information constituting MTI Know-How against unauthorized use, publication or MTI Regulatory Documentation shall be Confidential Information of MTI (and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), disclosure; (b) not to use any of the Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be Confidential Information of Licensee (and Licensee shall be deemed except for the disclosing Party and MTI the receiving Party with respect thereto) and Business Purposes; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the terms of Confidential Information except as specifically authorized in writing by Disclosing Party in accordance with this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties or the Business Purposes; (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall d) not to use at least the same standard of care as it uses to protect its own any Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use unfairly compete or obtain an unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes; (e) to restrict access to the Confidential Information to those who clearly need such access to carry out the Business Purposes after an agreement is signed signifying their assent to comply with the provisions of this Agreement; (f) to advise each of the other Party’s persons to whom it provides access to any of the Confidential Information that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for purposes as expressly authorized and contemplated by this Agreement and do not disclose their benefit or make to the detriment of Disclosing Party, any unauthorized use of such the Confidential Information, and upon request of Disclosing Party, to provide Disclosing Party with a copy of written agreement to that effect signed by such persons; and (g) to comply with any other reasonable security measures requested in writing by Disclosing Party. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 10 during the Term and for a period of [***] years thereafter, each Party and their respective Affiliates shall maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the other Party. “Confidential Information” means all confidential or proprietary information (including information relating to [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting MTI Mersana Product Know-How, Mersana Platform Know-How, Mersana Other Know-How or MTI Mersana Regulatory Documentation shall be Confidential Information of MTI Mersana (and MTI Mersana shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Product Know-How How, Licensee Other Know-How, or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, Documentation shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI Mersana the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 10, during the Term term of this Agreement and for a period of [***] ten (10) years thereafter, each Party and their respective Affiliates both Parties shall maintain in confidence, confidence and use only for purposes as expressly specifically authorized under this Agreement Information and contemplated data received from the other Party or created, discovered or conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, all a Party may disclose Confidential Information of the other Party that it is otherwise obligated under this Section not to disclose to its Affiliates, licensors, licensees, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The term Confidential Information shall not include any information that (i) is or becomes published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such information or its licensees or sublicensees in contravention of this Agreement; (ii) is disclosed to the receiving Party or its licensees or sublicensees by a Third Party. “Confidential Information” means all confidential , provided that such information was not obtained by such Third Party directly or proprietary information (including information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by indirectly from the other Party or their respective Affiliates in confidence; (iii) prior to disclosure under this Agreement, including was already in the possession of the receiving Party or its licensees or sublicensees, provided that such information that is marked was not obtained directly or otherwise identified as “Confidential;” provided, that notwithstanding anything indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the contrary, (a) Confidential Information constituting MTI Know-How receiving Party or MTI Regulatory Documentation shall be its licensees or sublicensees without breach of any of the provisions of this Agreement. In the event the Confidential Information of MTI (and MTI shall be deemed the disclosing Party and Licensee is required to be disclosed by the receiving recipient pursuant to a legal, judicial, or administrative procedure, as required by law, the recipient may make the disclosure provided that the Party with respect thereto), (b) being required to disclose such Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be gives the Party owning the Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use notice of the other Party’s Confidential Information for purposes proposed disclosure with sufficient time to seek relief and that such disclosure, if made, is made so as expressly authorized to minimize the disclosure at such time and contemplated by this Agreement and do not disclose or make any unauthorized use to maximize the protection of such Confidential Informationthe information from further disclosure.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9 10, during the Term term of this Agreement and for a period of [***] ten (10) years thereafter, each Party and their respective Affiliates both Parties shall maintain in confidence, confidence and use only for purposes as expressly specifically authorized under this Agreement Information and contemplated data received from the other Party or created, discovered or conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, all a Party may disclose Confidential Information of the other Party that it is otherwise obligated under this Section not to disclose to its Affiliates, licensees, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The term Confidential Information shall not include any information that (i) is or becomes published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such information or its licensees or sublicensees in contravention of this Agreement; (ii) is disclosed to the receiving Party or its licensees or sublicensees by a Third Party. “Confidential Information” means all confidential , provided that such information was not obtained by such Third Party directly or proprietary information (including information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by indirectly from the other Party or their respective Affiliates in confidence; (iii) prior to disclosure under this Agreement, including was already in the possession of the receiving Party or its licensees or sublicensees, provided that such information that is marked was not obtained directly or otherwise identified as “Confidential;” provided, that notwithstanding anything indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the contrary, (a) Confidential Information constituting MTI Know-How receiving Party or MTI Regulatory Documentation shall be its licensees or sublicensees without breach of any of the provisions of this Agreement. In the event the Confidential Information of MTI (and MTI shall be deemed the disclosing Party and Licensee is required to be disclosed by the receiving recipient pursuant to a legal, judicial, or administrative procedure, as required by law, the recipient may make the disclosure provided that the Party with respect thereto), (b) being required to disclose such Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be gives the Party owning the Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, agents, consultants and clinical investigators only make use notice of the other Party’s Confidential Information for purposes proposed disclosure with sufficient time to seek relief and that such disclosure, if made, is made so as expressly authorized to minimize the disclosure at such time and contemplated by this Agreement and do not disclose or make any unauthorized use to maximize the protection of such Confidential Informationthe information from further disclosure.