Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. (a) Each Party agrees that it and its Affiliates and their respective Representatives will use any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is party. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s Representatives who are involved in performing the obligations and exercising the rights of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a party, and then only on a need-to-know basis. (b) Subject to Section 15.1(c), each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates' respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under implementing this Agreement Facility Lease and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is partyLease Documents. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s Representatives such directors, officers, employees, agents, representatives and advisors who are involved in performing the obligations and exercising the rights of the receiving Party under Party's implementation of this Agreement Facility Lease and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyLease Documents, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c), each . Each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ ' respective Representatives officers, directors, employees, agents, representatives and advisors do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.121.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party; provided, however, that Lessor shall have the right to disclose such Confidential Information or Trade Secrets without the consent of Lessee to any Person (and its agents and advisors) contemplating a purchase, directly or indirectly, of all or an interest in Lessor or the Leased Facility, provided that such Person agrees that it (and its agents and advisors) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article 21. With respect to Trade Secrets, The covenants in the provisions in this Section 15.1(b) preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two (2) years after the expiration or termination of this Agreement as to such Party or PartiesFacility Lease. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under implementing this Agreement Facility Lease and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is partyLease Documents. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to such directors, officers, employees, agents, representatives and advisors who are involved in the receiving Party’s Representatives who are involved in performing the obligations implementation of this Facility Lease and exercising the rights of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyLease Documents, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c), each . Each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives officers, directors, employees, agents, representatives and advisors do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.119.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets; provided, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Informationhowever, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party that Lessor shall have the right to disclose such Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and Lessee to any Person (and its Representativesagents and advisors) contemplating a purchase, directly or indirectly, of all or an interest in such Party Lessor or such Party’s Component Ownership Intereststhe Leased Facility, provided that such Lender or Person agrees in writing that it (and its Representativesagents and advisors) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV19. The covenants in the preceding sentence shall apply for two years after the expiration or termination of this Facility Lease. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (eb) Notwithstanding anything in this Agreement herein to the contrary, any Party (and its Representativesany employee, representative or other agent of any Party) may disclose to any and all Personspersons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and its Affiliates and their respective Representatives will use any The recipient of such Confidential Information (the "Recipient") undertakes to treat any and Trade Secrets all of another Party solely for such Confidential Information as the purpose other party may disclose (the "Discloser") to the Recipient during the term of performing its obligations and exercising its rights under this Agreement and the other Elm Road I Project Documents for a period of [ ]* thereafter as strictly confidential and Elm Road II Project Documents shall not divulge it to which it is party. Each Party further agrees that a receiving Party may disclose any third party for any purpose whatsoever and shall not make use of such Confidential Information or Trade Secrets only any part thereof for any purpose other than carrying out the terms of this Agreement without the Discloser's prior written consent. Any data or information generated by or as a result of the Collaboration or any other activity conducted pursuant to this Agreement or any data or information with respect to the receiving Party’s Representatives who are involved in performing Library Extracts, or the obligations and exercising Patent Rights hereunder shall not be disclosed to any third party nor be used for any purpose other than carrying out the rights terms of this Agreement without the other party's written consent. __________________________ * This portion of the receiving Party Exhibit has been omitted pursuant to a Request for the Confidential Treatment under this Agreement Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a party, and then only on a need-to-know basisExchange Commission. (b) Subject to Section 15.1(c)In the event that the Recipient visits any of the establishments of the Discloser, each Party agrees the Recipient undertakes that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any further Confidential Information or Trade Secrets which may come to the Recipient's knowledge, as a result of another Partyany such visit, without the prior written consent in each instance of such other Party. With respect shall be deemed to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such be Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceedingthe provisions of Paragraph (a) of this Section 10.2. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under implementing this Agreement Facility Lease and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is partyLease Documents. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to such directors, officers, employees, agents, representatives and advisors who are involved in the receiving Party’s Representatives who are involved in performing the obligations implementation of this Facility Lease and exercising the rights of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyLease Documents, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c), each . Each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives officers, directors, employees, agents, representatives and advisors do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.121.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party; provided, however, that Lessor shall have the right to disclose such Confidential Information or Trade Secrets without the consent of Lessee to any Person (and its agents and advisors) contemplating a purchase, directly or indirectly, of all or an interest in Lessor or the Unit 2 Facility, provided that such Person agrees that it (and its agents and advisors) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article 21. With respect to Trade Secrets, The covenants in the provisions in this Section 15.1(b) preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two (2) years after the expiration or termination of this Agreement as to such Party or PartiesFacility Lease. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose purposes of performing its obligations implementing and exercising its rights under enforcing this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents Agreements to which it is a party. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s such Representatives who are involved in performing the obligations and exercising the rights of the receiving Party under Party’s implementation or enforcement of this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyAgreements, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c22.1(c) and (e), each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1Article XXII) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for two years after the expiration or termination of this Agreement Agreement, as to such Party or Parties. (c) Notwithstanding Section 15.1(b22.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders lenders and with the consent of the other Parties, such consent not to be unreasonably withheld, to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interestsinterest in Elm Road Unit 2, provided provided, that such Lender lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XVXXII. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement herein to the contrary, any Party (and its Representatives) may disclose to any and all Personspersons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it The Parties shall keep the existence and its Affiliates and their respective Representatives will use contents of this Agreement, as well as any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under information exchanged in connection with this Agreement and the Transaction, including all trade secrets, confidential operations, dealings or any information relating to the Group Companies, its businesses, finance, transactions or affairs, including without limitation proprietary or confidential information obtained by it (together, the “Confidential Information”) strictly confidential and shall not disclose the Confidential Information to any third party other Elm Road I Project Documents than (i) its directors, officers, employees, agents, Affiliates, related parties, subsidiaries or group companies, lawyers, accountants, and Elm Road II Project Documents to which it is partyother professional advisors (Collectively “Representatives”) (and, for DAIWA and KTB, each of their partners and their partners’ Representatives) and (ii) any courts, governmental authorities or any other regulatory bodies, without the prior approval of the other Parties. Each Party further agrees shall also ensure that a receiving Party may disclose it will not divulge any Confidential Information to any third party or Trade Secrets only use, conceal, destroy or obtain such Confidential Information for his own advantage or that of a third party to the receiving Party’s Representatives who are involved in performing the obligations and exercising the rights detriment of the receiving Party under Group Companies and that it will use his reasonable endeavors to prevent the publication or disclosure of any Confidential Information; provided that such obligation shall not extend to Confidential Information that has entered the public domain otherwise than through a fault of the party who has disclosed the same into the public domain; provided further that any disclosure required by applicable law or by the rules of any stock exchange shall not constitute a breach of this Agreement. Shareholders Agreement and CONFIDENTIAL Notwithstanding anything contained herein to the contrary, the other Elm Road I Project Documents Parties hereby agree that, to the extent that it does not include any information relating to the compounds structure, antibody sequence or other core information and Elm Road II Project Documents to which it is a partymanufacturing methods of the services and products of any of the Group Companies, KTB, DAIWA, Wealth Path, ShangPharma, Eminent II, Company K, 2018IMM, Eminent III, DTNI, RM, DCB, 2020IMM, GLOBALPHARM, SIP-Fund, DCB-HK, Yingdong Baofeng and Beitong may provide: (a) the Confidential Information to, and then only share the Confidential Information with, in the case of DAIWA, (i) its partners, and (ii) Daiwa Securities Group Inc., and its group companies, in the case of KTB, (i) its partners, fund managers, shareholders, investors, bona fide potential investors, and, in the case of KTB, DAIWA, Wealth Path, ShangPharma, Eminent II, Company K, 2018IMM, Eminent III, DTNI, RM, DCB, 2020IMM, GLOBALPHARM, SIP-Fund, DCB-HK, Yingdong Baofeng and Beitong, each of their respective departments, officers, employees or lawyers, accountants consultants and other professional advisors, respectively on a need-to-know basis.basis for the purpose of evaluating, performing and execution of the Transaction and managing such entities’ investment in the Company; provided, however, that each of KTB, DAIWA, Wealth Path, ShangPharma, Eminent II, Company K, 2018IMM, Eminent III, DTNI, RM, DCB, 2020IMM, GLOBALPHARM, SIP-Fund, DCB-HK, Yxxxxxxx Xxxxxxx and Beitong shall be responsible for the breach of this Section 13 by the aforementioned individuals or entities; and (b) Subject to Section 15.1(c), each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any Confidential Information or Trade Secrets of another Party, without for fund and inter-fund reporting purposes. This Section 13 should survive the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as Agreement. Any press release or other public announcement in relation to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment the Transaction shall be jointly prepared by the Institutional Shareholders and tax structure. In additionthe Company, each Party acknowledges that it has no proprietary or exclusive rights to and shall not be published without the tax treatment or tax structure of Institutional Shareholders’ and the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities lawsCompany’s mutual consent.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose purposes of performing its obligations implementing and exercising its rights under enforcing this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents Agreements to which it is a party. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s such Representatives who are involved in performing the obligations and exercising the rights of the receiving Party under Party’s implementation or enforcement of this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyAgreements, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c22.1(c) and (e), each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1Article 22) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), 22.1(b) each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders lenders and with the consent of the other Parties, such consent not to be unreasonably withheld, to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interestsinterest in Elm Road Unit 1, provided provided, that such Lender lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XVXXII. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement herein to the contrary, any Party (and its Representatives) may disclose to any and all Personspersons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose of performing its obligations and exercising its rights under implementing this Agreement Facility Lease and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is partyLease Documents. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to such directors, officers, employees, agents, representatives and advisors who are involved in the receiving Party’s Representatives who are involved in performing the obligations implementation of this Facility Lease and exercising the rights of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyLease Documents, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c), each . Each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives officers, directors, employees, agents, representatives and advisors do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.121.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party; provided, however, that Lessor shall have the right to disclose such Confidential Information or Trade Secrets without the consent of Lessee to any Person (and its agents and advisors) contemplating a purchase, directly or indirectly, of all or an interest in Lessor or the Unit 1 Facility, provided that such Person agrees that it (and its agents and advisors) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article 21. With respect to Trade Secrets, The covenants in the provisions in this Section 15.1(b) preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two (2) years after the expiration or termination of this Agreement as to such Party or PartiesFacility Lease. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and its Affiliates and their respective Representatives will use any The recipient of such Confidential Information (the "Recipient") undertakes to treat any and Trade Secrets all of another Party solely for such Confidential Information as the purpose other party may disclose (the "Discloser") to the Recipient during the term of performing its obligations and exercising its rights under this Agreement and for a period of [ ]* thereafter as strictly confidential and shall not divulge it to any Third Party for any purpose whatsoever and shall not make use of such Confidential * This portion of the Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 406 of the Securities Act of 1933, as amended. The complete Exhibit, including the portions for which confidential treatment has been requested, has been filed separately with the Securities and Exchange Commission. Information or any part thereof for any purpose other than carrying out the terms of this Agreement without the Discloser's prior written consent. Any data or information generated by or as a result of the Collaboration or any other activity conducted pursuant to this Agreement or any data or information with respect to the Compounds, the Products or the Inventions shall not be disclosed to any Third Party nor be used for any purpose other than carrying out the terms of this Agreement without the other Elm Road I Project Documents and Elm Road II Project Documents to which it is party's written consent. Each Party further agrees that a receiving Party Notwithstanding the foregoing, either party may disclose Confidential Information or Trade Secrets only to consultants, preclinical and clinical development organizations and investigators and contract manufacturers to the receiving Party’s Representatives who are involved extent reasonably necessary to develop and manufacture the Compounds and Products derived from this Collaboration provided such consultants, development organizations and investigators and contract manufacturers have entered into a written confidentiality agreement containing provisions at least as restrictive as those set forth in performing the obligations and exercising the rights Section 8 of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents prior to which it is a party, and then only on a need-to-know basissuch disclosure. (b) Subject to Section 15.1(c)In the event that the Recipient visits any of the establishments of the Discloser, each Party agrees the Recipient undertakes that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any further Confidential Information or Trade Secrets which may come to the Recipient's knowledge, as a result of another Partyany such visit, without the prior written consent in each instance of such other Party. With respect shall be deemed to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such be Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceedingthe provisions of Paragraph (a) of this Section 8.2. (e) Notwithstanding anything in this Agreement to the contrary, any Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. Except as otherwise provided in this Article 9, during the term of this Agreement and for a period of ten (a10) Each Party agrees that it years thereafter, both Parties shall maintain in confidence and its Affiliates and their respective Representatives will use any Confidential only for purposes specifically authorized under this Agreement Information and Trade Secrets of another data received from the other Party solely for or created, discovered or conceived by the purpose of performing other Party in connection with the Product ("Confidential Information"). To the extent it is reasonably necessary or appropriate to fulfill its obligations and exercising or exercise its rights under this Agreement and with the other Elm Road I Project Documents and Elm Road II Project Documents to which it is party. Each Party further agrees that a prior written consent of the disclosing Party, the receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s Representatives who are involved in performing the obligations and exercising the rights of the receiving disclosing Party that it is otherwise obligated under this Agreement Section not to disclose to its Affiliates, licensees, sublicensees, consultants, 1. Each Party understands and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a party, and then only on a need-to-know basis. (b) Subject to Section 15.1(c), each Party agrees that it will not (and each Party shall take full responsibility not, for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) itself or in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and conjunction with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Parties. (c) Notwithstanding Section 15.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders and to any Person (and its Representatives) contemplating a purchaseothers, directly or indirectly, test, modify, manipulate, research, create a derivative including, but not limited to performing activities to understand structural activity relationships, mechanism activity relationships or mechanism of all action of particular compounds, reverse engineer, replicate the Confidential Information, or otherwise work with or manipulate the Confidential Information in an interest effort to understand the other Party's proprietary technology or learn information not explicitly stated in the Confidential Information unless such testing, manipulation, replication, work, reverse engineering or other research is otherwise contemplated under this Agreement. 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; PROVIDED, HOWEVER, that such information was not obtained by such Third Party directly or indirectly from the disclosing Party’s Component Ownership Interests; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its licensees or sublicensees, provided that such Lender information was not obtained directly or Person agrees in writing that it indirectly from the disclosing Party; or (and iv) can be shown by written documents to have been independently developed by the receiving Party or its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with licensees or sublicensees without breach of any of the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement provisions of this Agreement. Notwithstanding the foregoing, any combination of features or disclosures shall not be deemed to fall within the fact that such information has been deemed foregoing exclusions merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or are in the rightful possession of the receiving Party. In the event the Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any disclosing Party (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept disclosed by the recipient pursuant to a legal, judicial, or administrative procedure, as required by law, the recipient may make the disclosure provided that the Party being required to disclose such Confidential Information gives the Party owning the Confidential Information notice of the proposed disclosure as soon as reasonably practicable after it comes aware of it and that such disclosure, if made, is made so as to minimize the disclosure at such time and to maximize the protection of the information from further disclosure. Each Party agrees to notify the other Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate with the other 18 Party in every reasonable way to help the other Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. CombinatoRx and HenKan agree to take such steps to protect and maintain the security and confidentiality of the Confidential Information as CombinatoRx and HenKan would take in the case of its own confidential to the extent necessary to comply with any applicable federal or state securities lawsbusiness information.

Non-Disclosure Obligations. (a) Each Party agrees that it and it, its Affiliates and their its Affiliates’ respective Representatives directors, officers, employees, representatives, agents and advisors will use any Confidential Information and Trade Secrets of another Party solely for the purpose purposes of performing its obligations implementing and exercising its rights under enforcing this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents Agreements to which it is a party. Each Party further agrees that a receiving Party may disclose Confidential Information or Trade Secrets only to the receiving Party’s such Representatives who are involved in performing the obligations and exercising the rights of the receiving Party under Party’s implementation or enforcement of this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a partyAgreements, and then only on a need-to-need to know basis. (b) Subject to Section 15.1(c22.1(c) and (e), each Party agrees that it will not (and each Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1Article XXII) any Confidential Information or Trade Secrets of another Party, without the prior written consent in each instance of such other Party. With respect to Trade Secrets, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions covenants in this Section 15.1(b) the preceding sentence shall apply for two years after the expiration or termination of this Agreement Agreement, as to such Party or Parties. (c) Notwithstanding Section 15.1(b22.1(b), each Party shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties to its Lenders lenders and with the consent of the other Parties, such consent not to be unreasonably withheld, to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interestsinterest in Elm Road Unit 1, provided provided, that such Lender lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XVXXII. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement herein to the contrary, any Party (and its Representatives) may disclose to any and all Personspersons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party (and its Representatives) shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.

Non-Disclosure Obligations. (a) Each Party agrees that it and its Affiliates and their respective Representatives will use any For a period of [***] from the date of receipt of each item of Confidential Information and Trade Secrets of another disclosed by one Party solely for (the purpose of performing its obligations and exercising its rights “Disclosing Party”) under this Agreement, the Patent Indemnification Termination Agreement and or the Y6 MCEIA, the other Elm Road I Project Documents Party (the “Receiving Party”) shall safeguard such item of Confidential Information, shall keep it in confidence, and Elm Road II Project Documents shall use reasonable efforts, consistent with those used in the protection of its own confidential information, to which it is party. Each Party further agrees that a receiving Party may disclose prevent its disclosure of such Confidential Information or Trade Secrets only to the receiving Party’s Representatives who are involved in performing the obligations and exercising the rights of the receiving Party under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is a party, and then only on a need-to-know basisthird parties. (b) Subject to Notwithstanding the foregoing Section 15.1(c14.2(a), each Party agrees that it will not (and each the Receiving Party shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted not be obligated by this Section 15.114.2 with respect to information that: (i) any Confidential Information is already known to the Receiving Party at the time of its receipt from the Disclosing Party as reasonably evidenced by its written records; (ii) is or Trade Secrets becomes publicly available without breach of another this Agreement by the Receiving Party, ; (iii) is made available to a third party by the Disclosing Party without restriction on disclosure; (iv) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement; (v) is independently developed by the Receiving Party as reasonably evidenced by its written records contemporaneous with such development; (vi) is disclosed with the prior written consent of the Disclosing Party, provided, that each recipient from the Receiving Party shall execute a confidentiality agreement prohibiting further disclosure of the Confidential Information, under terms no less restrictive that those provided in each instance this Agreement; (vii) is required to be disclosed by the order of a Governmental Authority, provided, that the Receiving Party shall give the Disclosing Party prompt notice of such request so that the Disclosing Party has an opportunity to defend, limit or protect such disclosure; or (viii) is required to be disclosed by applicable securities or other Party. With respect Laws, provided, that WD shall, prior to Trade Secretsany such disclosure required by the U.S. Securities and Exchange Commission, provide TMC with notice which includes a copy of the provisions proposed disclosure and consider in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and good faith TMC’s timely input with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for two years after the expiration or termination of this Agreement as to such Party or Partiesdisclosure. (c) Notwithstanding Section 15.1(b), each The Receiving Party shall have use its reasonable best efforts to limit dissemination of the right to disclose Disclosing Party’s Confidential Information to such of its employees who have a need to know such information for the purpose for which such information was disclosed. The Receiving Party understands that disclosure or Trade Secrets without the consent dissemination of the other Parties Disclosing Party’s Confidential Information not expressly authorized hereunder would cause irreparable injury to its Lenders the Receiving Party, for which monetary damages would not be an adequate remedy and would entitle the Disclosing Party to equitable relief in addition to any Person (and its Representatives) contemplating a purchase, directly remedies the Disclosing Party may have hereunder or indirectly, of all or an interest in such Party or such Party’s Component Ownership Interests, provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XVat law. (d) Notwithstanding any other provision For purposes of this Agreement the confidentiality obligations in the Existing Agreements and the New Agreements, information shall not be considered to have been made available to a third party by the Disclosing Party without restriction on disclosure if such information was only made available to such third party as a result of an inadvertent or unintentional disclosure of such information by the Disclosing Party. In the event that the Disclosing Party’s disclosure of Confidential Information to the contraryReceiving Party is inadvertent or unintended and the Disclosing Party, if a upon becoming aware of such inadvertent or unintended disclosure, promptly notifies the Receiving Party seeks to use information in a court writing that such disclosure was inadvertent or regulatory proceeding as part of its implementation or enforcement of this Agreementunintended, the fact that such information has been deemed Confidential Information hereunder Receiving Party shall not foreclose the Party from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party promptly (and its Representatives) may disclose to in any and event in less than [***] destroy all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structureConfidential Information. In addition, each if the Receiving Party acknowledges reasonably believes that it has no proprietary or exclusive rights the Disclosing Party’s disclosure of Confidential Information to the tax treatment Receiving Party was inadvertent or tax structure unintended, the Receiving Party shall promptly notify the Disclosing Party of such belief and, if requested by the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. HoweverDisclosing Party, each Party promptly (and its Representatives) shall keep confidential in any event in less than [***] destroy all such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.Confidential

Non-Disclosure Obligations. (a) Each Party Participant agrees that it and its Affiliates and their respective Representatives will use any Confidential Information and Trade Secrets of another Party Participant solely for the purpose of performing its obligations and exercising its rights under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents to which it is partyDefinitive Agreements. Each Party Participant further agrees that a receiving Party Participant may disclose Confidential Information or Trade Secrets only to the receiving PartyParticipant’s Representatives who are involved in negotiating, analyzing or performing the obligations and exercising the rights of the receiving Party Participant under this Agreement and the other Elm Road I Project Documents and Elm Road II Project Documents Definitive Agreements to which it is a partyparticipant, and then only on a need-to-know basis. (b) Subject to Section 15.1(c), each Party Participant agrees that it will not (and each Party Participant shall take full responsibility for ensuring that all of its Affiliates and all of its and its Affiliates’ respective Representatives do not) in any way disclose, communicate, transfer or use (other than as permitted by this Section 15.1) any Confidential Information or Trade Secrets of another PartyParticipant, without the prior written consent in each instance of such other PartyParticipant. With respect to Trade Secrets, the provisions in this Section 15.1(b) shall apply for as long as the underlying information or data remains a Trade Secret; and with respect to Confidential Information, the provisions in this Section 15.1(b) shall apply for until two (2) years after the expiration or termination of this Agreement as to such Party Participant or PartiesParticipants. (c) Notwithstanding Section 15.1(b), each Party Participant shall have the right to disclose Confidential Information or Trade Secrets without the consent of the other Parties Participants to its Lenders and to any Person (and its Representatives) contemplating a purchase, directly or indirectly, of all or an interest in such Party Participant or such PartyParticipant’s Component Ownership InterestsInterest (in compliance with this Agreement), provided that such Lender or Person agrees in writing that it (and its Representatives) will maintain such Confidential Information and Trade Secrets in accordance with the terms and conditions of this Article XV. (d) Notwithstanding any other provision of this Agreement to the contrary, if a Party Participant seeks to use information in a court or regulatory proceeding as part of its implementation or enforcement of this Agreement, the fact that such information has been deemed Confidential Information hereunder shall not foreclose the Party Participant from attempting to establish that, under the circumstances present at the time of the proceeding, the information need not be subject to a protective order or similar confidential treatment in such proceeding. (e) Notwithstanding anything in this Agreement to the contrary, any Party Participant (and its Representatives) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. In addition, each Party Participant acknowledges that it has no proprietary or exclusive rights to the tax treatment or tax structure of the transactions contemplated by this Agreement or any tax matter or tax idea related to such transactions. However, each Party Each Participant (and its Representatives) ), however, shall keep confidential any such information relating to the tax treatment or tax structure of the transactions contemplated by this Agreement that is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.