Common use of Nondisclosure and Nonuse Obligation Clause in Contracts

Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, agrees that such Recipient will not use, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all Confidential Information of the other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information.

Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, Recipient agrees that such Recipient it will hold in confidence and not usemake use of, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, Discloser to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such the Discloser, and for any other purpose such Discloser may hereafter authorize in writinga writing delivered to Recipient. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be disclosed to any third party nor released to any form of public media without written approval of both parties. Each of the parties, as Recipient, Recipient agrees that such Recipient it shall treat all Confidential Information of the other party, as Discloser, Discloser with the same degree of care as such Recipient it accords to such Recipient’s its own Confidential Information, but in no case less than and represents that it exercises reasonable carecare to protect its own Confidential Information. Each of the parties, as Recipient, which is not an individual Recipient agrees that such Recipient it shall disclose Confidential Information of the other party, as Discloser, Discloser only to those of such Recipient’s its employees and agents who need to know such information, information to carry out such employee's or agent's duties in accordance with this Agreement and such Recipient certifies that such Recipient employees and agents have previously agreed, either as a condition to employment or consultancy or in order to obtain the Confidential Information of the DiscloserInformation, to be bound by terms and conditions substantially and materially similar to those terms and conditions applicable to such Recipient under of this Agreement. Each of the parties, as Recipient, shall Recipient will immediately give notice to the other party, as Discloser, Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Each of the parties, as Recipient, Recipient agrees to assist the other party, as Discloser, Discloser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall not make any tangible copy or reproduction of any of the Confidential Information of Discloser or create any notes or other tangible writing or record based upon or derived from any Confidential Information of Discloser without the prior written consent of Discloser.

Nondisclosure and Nonuse Obligation. Each of the partiesManufacturer and the Company agrees to keep confidential any and all information furnished by such Party to the other Party or its agents, as Recipientwhether pursuant to this Supply Agreement or through any prior disclosure (collectively, agrees that such Recipient will the "Confidential Information"), and not use, disseminate, or in any way to disclose any the Confidential Information to any Person without the prior consent of the other party, as Discloser, to any person, firm or businessfurnishing Party, except to the extent that such Confidential Information is (a) is known by the receiving Party at the time of its receipt as documented by written records; (b) is in the public domain other than as a result of a breach by the receiving Party of this Section 10.1; (c) is subsequently disclosed to the receiving Party by a third party which is not under an obligation of confidentiality to the furnishing Party; (d) is independently developed by the receiving Party; or (e) is required to be disclosed by Law or court order, provided, however, that notice thereof is promptly delivered to the furnishing Party in order to provide an opportunity to challenge or limit such disclosure obligations. The receiving Party further agrees to use such Confidential Information only for the purpose of carrying out its obligations under this Supply Agreement. The obligations of confidentiality and non-use set forth in this Section 10.1 shall survive for a period of ten years beyond the termination or expiration of this Supply Agreement, provided, however, that either Party may disclose such information to any Government and Regulatory Authority to the extent necessary for internal evaluations in connection with negotiations, discussions, to obtain the approval of any such Government and consultations with personnel or authorized representatives Regulatory Authority to make and have made products pursuant to the terms and conditions of such Discloser, and for this Supply Agreement. Notwithstanding any other purpose such Discloser may hereafter authorize in writing. Furthermoreprovision of this Supply Agreement, all proprietary or nonpublic information relating to the existence of any business negotiationsProducts which is owned by the Company, discussionsincluding Confidential Information purchased from the Manufacturer, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall treat all considered Confidential Information of the other partyCompany (and not Manufacturer or its Affiliates) with respect to which Manufacturer will have obligations of confidentiality described herein, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice unless it becomes generally available to the public, other party, as Discloser, than through an act or omission of any unauthorized use Manufacturer or disclosure of Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Informationits Representatives.

Nondisclosure and Nonuse Obligation. Each Party agrees that, for so long as this Agreement is in effect and for a period of [**] thereafter, a Party (the parties, as Recipient, agrees that such Recipient will not use, disseminate, “Receiving Party”) receiving or in any way disclose any accessing Confidential Information of the other partyParty hereunder (the “Disclosing Party”) (or that has received any such Confidential Information from the other Party prior to the Effective Date under an applicable confidentiality agreement) shall (i) maintain in confidence such Confidential Information using not less than the efforts such Receiving Party uses to maintain in confidence its own proprietary information of similar kind and value, as Discloserand in no event less than reasonable efforts, (ii) not disclose such Confidential Information to any person, firm Affiliate or businessThird Party without the prior written consent of the Disclosing Party, except to the extent necessary for internal evaluations in connection with negotiations, discussionsdisclosures expressly permitted herein, and consultations with personnel or authorized representatives of (iii) not use such Discloser, and Confidential Information for any other purpose such Discloser may hereafter authorize in writingexcept those expressly permitted by this Agreement. FurthermoreFor purposes of this Article 4, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties (a) all PROTAC Improvement IP shall not be released to any form of public media without written approval of both parties. Each of the parties, treated as Recipient, agrees that such Recipient shall treat all Confidential Information of the other partyArvinas, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own Confidential Information, but in no case less than reasonable care. Each of the parties, as Recipient, which is not an individual agrees provided that such Recipient Sole Bayer PROTAC Improvement IP shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain be deemed the Confidential Information of Bayer, (b) all Bayer Technology, Bayer Know-How, Bayer Compounds and Bayer Collaboration IP, as well as Bayer’s interest in any Reserved Target, Collaboration Target or any respective indication(s), shall be treated as Confidential Information of Bayer, (c) Confidential Information on the Discloser, to be bound by terms structure and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each performance of Collaboration Compounds meeting part (i) of the partiesdefinition thereof, as Recipientincluding related Collaboration Compound IP, shall immediately give notice to be treated as Confidential Information of both Parties (i.e., each Party shall be deemed the other partyReceiving Party with respect thereto), as Discloser, (d) Confidential Information on the structure and performance of any unauthorized use or disclosure of Discloser’s Confidential Information. Each Collaboration Compounds meeting part (ii) of the partiesdefinition thereof, including related Collaboration Compound IP, shall be treated as RecipientConfidential Information of Bayer, agrees to assist and (e) all Joint Collaboration and all Research Plans shall be treated as Confidential Information of both Parties (i.e., each Party shall be deemed the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential InformationReceiving Party with respect thereto).

Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, parties agrees that such Recipient it will not usemake use of, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, party to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloserthe other party, and for any purpose the other purpose such Discloser party may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, parties agrees that such Recipient it shall treat all Confidential Information of the other party, as Discloser, party with the same degree of care as such Recipient it accords to such Recipient’s its own Confidential Information, but in no case less than reasonable care. Each and each of the parties, as Recipient, which parties represents that it exercises reasonable care to protect its own Confidential Information. If either party is not an individual individual, such party agrees that such Recipient it shall disclose Confidential Information of the other party, as Discloser, party only to those of such Recipient’s its employees who need to know such information, information and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the DiscloserInformation, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under of this Agreement. Each of the parties, as Recipient, shall Recipient will immediately give notice to the other party, as Discloser, Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Each of the parties, as Recipient, Recipient agrees to assist the other party, as Discloser, Discloser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. Except as required by law, neither party shall use the name of the other party or reveal the existence or substance of ongoing discussions, negotiations, or evaluations related to the subject matter of this Agreement, or any subsequently executed agreement, to any third party without the prior written consent of the other party, which consent shall not be unreasonably withheld. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Nondisclosure and Nonuse Obligation. Each During the term of this Agreement and for a period of two (2) years following the partiestermination of this Agreement, as Recipient, agrees that such a Recipient will shall not use, disseminate, or in any way disclose any the Confidential Information of the other Disclosing Party to any third party, as Discloser, to any person, firm or business, except and shall only use the Confidential Information of the Disclosing Party to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such Discloser, and for any other purpose such Discloser may hereafter authorize in writingto perform its obligations under this Agreement. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media without written approval of both parties. Each of the parties, as Recipient, agrees that such Recipient shall will treat all Confidential Information of the other party, as Discloser, Disclosing Party with the same degree of care as such Recipient it accords to such Recipient’s its own Confidential Information, but in no case less than reasonable care. Each of Recipient will disclose the parties, as Recipient, which is not an individual agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, Disclosing Party only to those of such Recipient’s its employees and independent contractors who need to know such information, and such Recipient certifies that such Recipient employees have previously agreed, either as a condition to employment or information in order to obtain assist in the Confidential Information performance of this Agreement and who have entered into written confidentiality agreements with Recipient that protect the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Each Exclusions from Nondisclosure and Nonuse Obligations. Confidential Information shall not include information that Recipient can document was (a) in the public domain at or subsequent to the time communicated to Recipient by Disclosing Party through no fault of the parties, as Recipient, (b) rightfully in Recipient's possession free of any obligation of confidentiality at or subsequent to the time communicated to Recipient by Disclosing Party, or (c) developed by employees or agents of Recipient independently of and without reference to any Confidential Information communicated to Recipient by Disclosing Party. A disclosure of any portion of Confidential Information either (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that Recipient shall provide prompt prior written notice thereof to Disclosing Party to enable Disclosing Party to seek a protective order or otherwise prevent such disclosure. Injunctive Relief. Recipient acknowledges and agrees that monetary damages would not be a sufficient remedy for a breach of its confidentiality obligations under this Agreement and that Disclosing Party shall be entitled to assist the other party, injunctive relief as Discloser, in remedying a remedy for any such unauthorized use or disclosure breach by Recipient. Such remedy will not be deemed the exclusive remedy for a breach of Discloser’s Confidential InformationDisclosing Party's confidentiality obligations, but will be in addition to all other available legal and equitable remedies.

Nondisclosure and Nonuse Obligation. Each of the parties, as Recipient, Recipient agrees that such Recipient it will not usemake use of, disseminate, or in any way disclose any Confidential Information of the other party, as Discloser, Disclosure to any person, firm or business, except to the extent necessary for internal evaluations in connection with negotiations, discussions, and consultations with personnel or authorized representatives of such DiscloserRecipient, including its directors, officers, managers, employees, consultants, representatives, advisors (including, without limitation, attorneys, accountants, potential financing sources and financial advisors), and for agents (limited in the case of all the foregoing to such parties that actually receive Confidential Information from the Recipient or at its direction, collectively, “Representatives”), and any other purpose such Discloser Disclosure may hereafter authorize in writing. Furthermore, the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall not be released to any form of public media disclosed without written approval of both partiesthe other party. Each of the parties, as Recipient, Recipient agrees that such Recipient it shall treat all Confidential Information of the other party, as Discloser, Disclosure with the same degree of care as such Recipient it accords to such Recipient’s its own Confidential Information, but in no case less than and Recipient represents that it exercises commercially reasonable carecare to protect its own Confidential Information. Each of the parties, as Recipient, which is not an individual Recipient agrees that such Recipient it shall disclose Confidential Information of the other party, as Discloser, Disclosure only to those of such Recipient’s employees its Representatives who need to know such information, information and such Recipient certifies that such Recipient employees have previously agreed, either as a condition will instruct each Representative to employment or act in order to obtain the Confidential Information of the Discloser, to be bound by accordance with terms and conditions substantially similar to those terms and conditions applicable to such Recipient under of this Agreement. Each of the parties, as Recipient, shall immediately Recipient will promptly give notice to the other party, as Discloser, Disclosure of any unauthorized use or disclosure of Discloser’s the Confidential Information. Each Information in violation of the partiesterms herein, as that becomes known to Recipient, . Recipient agrees to assist the other party, as Discloser, Disclosure in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information.