Common use of Nondisclosure and Non-Use Obligations Clause in Contracts

Nondisclosure and Non-Use Obligations. 9.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing Party. Notwithstanding any provision to the contrary set forth in this Agreement, Confidential Information will not include any information that: 9.1.1.1. is known by the Receiving Party at the time of its receipt from the Disclosing Party, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; 9.1.1.2. is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party; 9.1.1.3. is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or 9.1.1.4. is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records. For clarity, and notwithstanding any provision to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing Party. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party. The terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party.

Nondisclosure and Non-Use Obligations. 9.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth hereinherein or any other written agreement between the Parties, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision , except to the contrary set forth in this Agreement, extent that such Confidential Information will not include any information thatInformation: 9.1.1.1. (a) is known by the Receiving receiving Party at the time of its receipt from the Disclosing Partyreceipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving receiving Party; 9.1.1.3. (c) is subsequently disclosed to the Receiving receiving Party by a Third Party who is not known by the Receiving receiving Party to be under an obligation of confidentiality to the Disclosing disclosing Party; or 9.1.1.4. (d) is developed by or on behalf of the Receiving receiving Party independently of Confidential Information received from the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records. For clarity, and notwithstanding any provision to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing Party. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving receiving Party. The existence and terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party. 9.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above, a receiving Party may provide Confidential Information disclosed to it and disclose the existence and terms of this Agreement, in each case, as may be reasonably required in order to perform its obligations or to exercise its rights under this Agreement, and specifically to (a) the receiving Party’s Affiliates, Sublicensees or Third Party contractors with respect to Licensed Products, and their employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its rights under this Agreement, in each case who are under an obligation of confidentiality and non-use with respect to such information that is no less stringent than the terms of this Section 9.1; (b) governmental or other Regulatory Authorities in order to obtain Patents or perform its obligations or exercise its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (d) with respect to the terms of this Agreement only, any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees or strategic partners and to employees, directors, agents, consultants or advisers of such Third Party, in each case who are under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms of this Section 9.1 (but of duration customary in confidentiality agreements entered into for a similar purpose); and (e) to any Third Party to the extent a Party is required to do so pursuant to the terms of an in-license agreement with such Third Party relating to the intellectual property rights sublicensed by such Party hereunder. If a Party is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non-use provisions of this Section 9.1, such Party will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Notwithstanding Section 9.1.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use provisions of this Section 9.1. If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use reasonable efforts to have terms identified by such other Party afforded confidential treatment by the applicable regulatory agency.

Nondisclosure and Non-Use Obligations. 9.1.1. All 9.1.1 During the Term and for a period of five (5) years thereafter, all Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving receiving Party (and its Affiliates) and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision , except that the foregoing obligations shall not apply to the contrary set forth in this Agreement, particular Confidential Information will not include any information thatthat the receiving Party can demonstrate: 9.1.1.1. (a) is known by the Receiving receiving Party at the time of its receipt from the Disclosing Partyreceipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving receiving Party; 9.1.1.3. (c) is subsequently disclosed to the Receiving receiving Party by a Third Party who is not known by the Receiving receiving Party to be under an obligation of confidentiality to the Disclosing disclosing Party; or 9.1.1.4. (d) is developed by the Receiving receiving Party independently of and without use of or access to any Confidential Information received from the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records. For clarity, all information and notwithstanding any provision data relating to the contrary set forth in this Agreement, (a) all Eureka inventions claimed by Patents within the New CymaBay IP and the CymaBay Licensed Technology and the Know-How specific thereto, will be Confidential Information of EurekaCymaBay, (b) and all Licensee Agreement information and data relating to the inventions claimed by Patents within the Kaken Licensed Technology and the Know-How specific thereto, will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing PartyKaken. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving receiving Party. The existence and terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party. 9.1.2 Notwithstanding the obligations of confidentiality and non-use set forth above in Section 9.1.1, a receiving Party may provide Confidential Information of the other Party, and may disclose the existence and particular terms and conditions of this Agreement, in each case, as may be reasonably required in order to perform its obligations or to exercise its rights under this Agreement, with the foregoing disclosures specifically limited to: (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent reasonably needed for the performance of its obligations or exercise of its rights under this Agreement, in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this ARTICLE 9; (b) Governmental Authorities or Regulatory Authorities in order to obtain Patents or perform its obligations or exercise its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) those entitled to receive such information, pursuant to a disclosure that is required by Applicable Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (d) with respect to the terms and conditions of this Agreement only, any bona fide actual or prospective acquirers, merger partners, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees or strategic partners and to employees, directors, agents, consultants or advisers of such Third Party, in each case who are under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms of this ARTICLE 9 (but of duration customary in confidentiality agreements entered into for a similar purpose), or, with respect to recipients who are lawyers or certified accountants, are subject to professional obligations that impose such confidentiality and non-use requirement; and (e) to any Third Party licensor of rights hereunder to the extent a Party is required to do so pursuant to the terms and conditions of an in-license agreement with such Third Party relating to the intellectual property rights sublicensed by such Party hereunder. If a Party is required by Applicable Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non-disclosure provisions of this ARTICLE 9, such Party will promptly inform the other Party of the disclosure that is being sought to provide the other Party an opportunity to challenge, limit, and/or seek a protective or similar order regarding the disclosure. Notwithstanding Section 9.1, Confidential Information that is permitted or required to be disclosed hereunder will remain otherwise subject to the confidentiality and non-use provisions of this ARTICLE 9. If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use reasonable efforts to have terms identified by such other Party afforded confidential treatment by the applicable regulatory agency.

Nondisclosure and Non-Use Obligations. 9.1.112.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will and the Equity Agreements will, during the Term and for a period of ten (10) years thereafter, be maintained in confidence by the Receiving receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the exercise its licenses granted under this Agreement and other rights, to perform its obligations, or as otherwise set forth herein, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision to the contrary set forth in The existence and terms of this Agreement, Confidential Information will not include any information that: 9.1.1.1. is known by the Receiving Party at the time of its receipt from the Disclosing PartyEquity Agreements, and not through a prior disclosure by the Disclosing Party, as documented by Joint Collaboration IP are the Receiving Party’s business records; 9.1.1.2. is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party; 9.1.1.3. is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or 9.1.1.4. is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records. For clarity, and notwithstanding any provision to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all each Party. All information exchanged between the Parties regarding the Prosecution and Maintenance and enforcement and defense of the Patent Rights Patents under Article 12 Section 15 (Intellectual Property) will be the Confidential Information of the Disclosing disclosing Party. Specific aspects or details The other Wave Know‑How and all reports delivered by Wave hereunder regarding the Exploitation of Confidential Information Collaboration Compounds, Collaboration Products, and Companion Diagnostic directed to any Collaboration Targets will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is encompassed of Wave and the other Takeda Know‑How and all reports delivered by more general information in Takeda hereunder regarding the public domain or in Exploitation of Collaboration Compounds, Collaboration Products, and Companion Diagnostic directed to any Collaboration Targets and all Royalty reports delivered by Takeda hereunder will be the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving PartyTakeda. The terms and conditions of this Agreement are hereby deemed to Joint Collaboration Know-How will be the Confidential Information of each Party. Notwithstanding anything to the contrary set forth in this Agreement, during the Term each Party will use at least the same degree of care to protect the secrecy of the Know‑How and unpublished Patents exclusively licensed to the other Party hereunder that it uses to prevent the disclosure of its own other confidential information of similar importance and in any event a reasonable duty of care.

Nondisclosure and Non-Use Obligations. 9.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision , except to the contrary set forth in this Agreement, extent that such Confidential Information will not include any information thatInformation: 9.1.1.1. (a) is known by the Receiving receiving Party at the time of its receipt from the Disclosing Partyreceipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving receiving Party; 9.1.1.3. (c) is subsequently disclosed to the Receiving receiving Party by a Third Party who is not known by the Receiving receiving Party to be under an obligation of confidentiality to the Disclosing disclosing Party; or 9.1.1.4. (d) is developed by the Receiving receiving Party independently of Confidential Information received from the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records. For clarity, all information and notwithstanding any provision data relating to the contrary set forth in this Agreementinventions claimed by Patents within the New Lenabasum IP, (a) all Eureka New Cxxxxx IP and the Cxxxxx Licensed Technology and the Know-How specific thereto, will be Confidential Information of EurekaCxxxxx, (b) and all information and data relating to the inventions claimed by Patents within the Licensee Agreement Licensed Technology and the Know-How specific thereto, will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing Party. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving receiving Party. The existence and terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party. 9.1.2. Notwithstanding the obligations of confidentiality and non-use set forth above in Section 9.1.1, a receiving Party may provide Confidential Information disclosed to it and disclose the existence and terms and conditions of this Agreement, in each case, as may be reasonably required in order to perform its obligations or to exercise its rights under this Agreement, and specifically to (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent necessary for the performance of its obligations or exercise of its rights under this Agreement, in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 9; (b) Governmental Authorities or Regulatory Authorities in order to obtain Patents or perform its obligations or exercise its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (d) with respect to the terms and conditions of this Agreement only, any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees or strategic partners and to employees, directors, agents, consultants or advisers of such Third Party, in each case who are under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms of this Section 9 (but of duration customary in confidentiality agreements entered into for a similar purpose); and (e) to any Third Party to the extent a Party is required to do so pursuant to the terms and conditions of an in-license agreement with such Third Party relating to the intellectual property rights sublicensed by such Party hereunder. If a Party is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non-disclosure provisions of this Section 9, such Party will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Notwithstanding Section 9.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use provisions of this Section 9. If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use reasonable efforts to have terms identified by such other Party afforded confidential treatment by the applicable regulatory agency.

Nondisclosure and Non-Use Obligations. 9.1.1. 8.1.1 All Confidential Information disclosed by one Party (the “Disclosing disclosing Party”) to the other Party (the “Receiving receiving Party”) under this Agreement will be maintained in confidence by the Receiving receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision , except to the contrary set forth in this Agreement, extent that such Confidential Information will not include any information thatInformation: 9.1.1.1. (a) is known by the Receiving receiving Party at the time of its receipt from the Disclosing Partyreceipt, and not through a prior disclosure by the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving receiving Party; 9.1.1.3. (c) is subsequently disclosed to the Receiving receiving Party by a Third Party who is not known by the Receiving receiving Party to be under an obligation of confidentiality to the Disclosing disclosing Party; or 9.1.1.4. (d) is developed by the Receiving receiving Party independently of Confidential Information received from the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records. For clarity, (i) all information and notwithstanding any provision data relating to the contrary set forth in this Agreement, (a) all Eureka inventions claimed by Patents within the New Xxxxx IP or Xxxxx Licensed Patents and the Know-How specific thereto (including, without limitation, the Source Code for the Licensed Products) will be Confidential Information of Eureka, Xxxxx and (bii) all Licensee Agreement information and data relating to the inventions claimed by Patents within the Shionogi Background Technology and the Know-How specific thereto will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing PartyShionogi. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving receiving Party. The existence and terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party. 8.1.2 Notwithstanding the obligations of confidentiality and non-use set forth above, a receiving Party may provide Confidential Information disclosed to it and disclose the existence and terms and conditions of this Agreement, in each case, as may be reasonably required in order to perform its obligations or to exercise its rights under this Agreement, and specifically to (a) Related Parties, and their employees, directors, agents, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its rights under this Agreement, in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms and conditions of this Section 8.1; (b) Governmental Authorities or other Regulatory Authorities in order to obtain Patents or perform its obligations or exercise its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; (d)(i) with respect to the terms and conditions of this Agreement, (A) any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and to employees, directors, agents, consultants or advisors of such Third Party, and (B) any bona fide actual or prospective licensors, Sublicensees or licensees and to employees, directors, agents, consultants or advisors of such Third Party, where, solely in the case of (i)(B), the financial terms of Section 7 of this Agreement applicable solely to Shionogi will have been redacted (unless the Sublicensee or licensee is also granted an exclusive license under the Xxxxx Licensed Technology for the entire Xxxxx Territory tantamount to a grant of “all substantial rights” in which case such redaction will not be required), and (ii) with respect to any other Confidential Information of the other Party, any bona fide actual or prospective acquirers, licensors, Sublicensees or licensees and to employees, directors, agents, consultants or advisors of such Third Party, provided that any entity or individual receiving Confidential Information under clause (d)(i) or (d)(ii) is under obligations of confidentiality and non-use with respect to such information that are no less stringent than the terms and conditions of this Section 8.1 (but of duration customary in confidentiality agreements entered into for a similar purpose and in no event less than five (5) years); and (e) to any Third Party to the extent a Party is required to do so pursuant to the terms and conditions of an in-license agreement with such Third Party relating to the Intellectual Property Rights sublicensed by such Party hereunder. If a Party is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non-disclosure provisions of this Section 8.1, such Party will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Notwithstanding Section 8.1.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non-use provisions of this Section 8.1. If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of this Agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such copy of this Agreement and use reasonable efforts to have terms identified by such other Party afforded confidential treatment by the applicable regulatory agency.

Nondisclosure and Non-Use Obligations. 9.1.15.1.1. All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing disclosing Party. Notwithstanding any provision , except to the contrary set forth in this Agreement, extent that such Confidential Information will not include any information thatInformation: 9.1.1.1. (a) is known by the Receiving receiving Party at prior to the time of its receipt from the Disclosing Partyreceipt, and that such information was acquired legally and not directly or indirectly through a prior disclosure by the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving receiving Party or any Person who receives Confidential Information of the disclosing Party from or on behalf of the receiving Party, directly or indirectly as permitted by this Agreement; 9.1.1.3. (c) is subsequently disclosed to the Receiving receiving Party by a Third Party who is not known by in rightful possession of such information and has the Receiving Party legal right to be under an obligation of confidentiality to the Disclosing Partymake such a disclosure; or 9.1.1.4. (d) is developed by the Receiving receiving Party independently of Confidential Information received from the Disclosing disclosing Party, as documented by the Receiving receiving Party’s business records. 5.1.2. For clarity, all unpublished information and notwithstanding any provision data relating to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How inventions claimed by the BGTJ Manufacturing Patents and the BGTJ Manufacturing Know‑How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing PartyBGTJ. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving receiving Party. 5.1.3. The existence and terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party. 5.1.4. Notwithstanding the obligations of confidentiality and non‑use set forth above, a receiving Party may provide Confidential Information disclosed to it and disclose the existence and terms of this Agreement, in each case, as may be reasonably required in order to perform its obligations or to exercise its rights under this Agreement, and specifically to (a) its Sublicensees, and their employees, directors, agents, subcontractors, consultants, or advisors to the extent necessary for the potential or actual performance of its obligations or exercise of its rights under this Agreement, in each case who are under an obligation of confidentiality with respect to such information that is no less stringent than the terms of this Section 5.1; (b) governmental or other Regulatory Authorities in order to obtain patents or perform its obligations or exercise its rights under this Agreement, provided that such Confidential Information will be disclosed only to the extent reasonably necessary to do so, and where permitted, subject to confidential treatment; (c) the extent required by Law, including by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or listing entity; and (d) with respect to the terms of this Agreement only, any bona fide actual or prospective acquirers, underwriters, investors, lenders or other financing sources and any bona fide actual or prospective collaborators, licensors, Sublicensees, licensees, subcontractors or strategic partners and to employees, directors, agents, consultants or advisers of such Third Party, in each case who are under obligations of confidentiality and non‑use with respect to such information that are no less stringent than the terms of this Section 5.1 (but of duration customary in confidentiality agreements entered into for a similar purpose). If a Party is required by Law to disclose Confidential Information of the other Party that is subject to the confidentiality or non‑disclosure provisions of this Section 5.1, such Party will promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure. Notwithstanding Section 5.1.1, Confidential Information that is permitted or required to be disclosed will remain otherwise subject to the confidentiality and non‑use provisions of this Section 5.1. If either Party concludes that a copy of this Agreement must be filed with the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States, such Party will, a reasonable time prior to any such filing, provide the other Party with a copy of such agreement showing any provisions hereof as to which the Party proposes to request confidential treatment, will provide the other Party with an opportunity to comment on any such proposed redactions and to suggest additional redactions, and will take such Party’s reasonable comments into consideration before filing such agreement and use Commercially Reasonable Efforts to have terms identified by such other Party afforded confidential treatment by the applicable regulatory agency.

Nondisclosure and Non-Use Obligations. 9.1.1. 10.1.1 All Confidential Information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under this Agreement will be maintained in confidence by the Receiving Party and will not be disclosed to a Third Party or used for any purpose except pursuant to the licenses granted under this Agreement or as otherwise set forth herein, without the prior written consent of the Disclosing Party. Notwithstanding any provision to the contrary set forth in this Agreement, Confidential Information will not include any information that: 9.1.1.1. (a) is known by the Receiving Party at the time of its receipt from the Disclosing Party, and not through a prior disclosure by the Disclosing Party, as documented by the Receiving Party’s business records; 9.1.1.2. (b) is known to the public before its receipt from the Disclosing Party, or thereafter becomes generally known to the public through no breach of this Agreement by the Receiving Party; 9.1.1.3. (c) is subsequently disclosed to the Receiving Party by a Third Party who is not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or 9.1.1.4. (d) is developed by the Receiving Party independently of Confidential Information received from the Disclosing Party, as documented by the Receiving Party’s business records. For clarity, and notwithstanding any provision to the contrary set forth in this Agreement, (a) all Eureka Licensed Know-How will be Confidential Information of Eureka, (b) all Licensee Agreement Know-How will be Confidential Information of Licensee, (c) all Know-How within the Joint Agreement Know-How will be Confidential Information of both Parties, regardless of which Party initially generated or disclosed the relevant Joint Agreement Know-How to the other Party in connection with this Agreement, and (d) all information exchanged between the Parties regarding the Prosecution and Maintenance of the Patent Rights under Article 12 will be the Confidential Information of the Disclosing Party[**]. Specific aspects or details of Confidential Information will not be deemed to be within the public domain or in the possession of the Receiving Party merely because the Confidential Information is encompassed by more general information in the public domain or in the possession of the Receiving Party. Further, any combination of Confidential Information will not be considered in the public domain or in the possession of the Receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the Receiving Party unless the combination and its principles are in the public domain or in the possession of the Receiving Party. The terms and conditions of this Agreement are hereby deemed to be the Confidential Information of each Party.