Common use of Nondisclosure and Nonuse Obligations Clause in Contracts

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using any and all Confidential Information of the Discloser for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. During the Term of this Agreement and for five additional years after its termination, Recipient agrees that Recipient will not use, disseminate, or in any way disclose any Confidential Information 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 the Alliance or Member and for any other purpose 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 the prior written approval of the Alliance. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of Discloser with the Discloser for any purposes or activities other same degree of care as Recipient accords to Recipient’s own Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the DiscloserIf Recipient is not an individual, Recipient agrees that Recipient shall disclose Discloser’s Confidential Information of Discloser only to those of Recipient’s employees, consultants, Affiliates, and contractors employees or consultants who need to know such information. Recipient information and certifies that each such employee, consultant, Affiliate and contractor will employees or consultants have previously agreed, either as a condition to of employment or in order to obtain Discloser’s the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall agrees to assist Discloser Dislcoser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. Each undersigned party (the “Recipient”) understands that the other party (the “Discloser”) has disclosed or may disclose Confidential Information to the Recipient. 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 refrain from using any and treat all Confidential Information of the Discloser for any purposes or activities other party, as Discloser, with the same degree of care as such Recipient accords to such Recipient’s own similar Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission Each of the Discloserparties, as Recipient, which is not an individual agrees that such Recipient shall disclose Discloser’s Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees, consultants, Affiliates, and contractors employees who need to know such information. , and such Recipient certifies that each such employee, consultant, Affiliate and contractor will Recipient employees have previously agreed, either as a condition to employment or in order to obtain the Confidential Information of the Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Recipient shall treat all Each of Discloser’s Confidential Information with the same degree of care parties, as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser the other party, as Discloser, of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall Each of the parties, as Recipient, agrees to assist Discloser the other party, as Discloser, in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to ACME Corp., whether or not in written form. The parties agree that Confidential Information constituting a trade secret shall remain subject to the confidentiality obligations of this Agreement for so long as such Confidential Information qualifies as a trade secret under applicable law. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of the Discloser for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information ACME Corp. with at least the same degree of care as Recipient accords its own confidential information. Recipient further represents that Recipient exercises at least reasonable care to Recipient’s protect its own confidential information. If Recipient is not an individual, Recipient agrees that Recipient shall disclose Confidential InformationInformation only to those of its employees who need to know such information, but not less than reasonable careand certifies that such employees have previously signed a copy of this Agreement. Recipient shall immediately give be liable for any breach of this Agreement by its employees or representatives. Each party shall have the right to, upon reasonable prior written notice and at reasonable times during regular business hours, audit the other party to Discloser assure compliance with the terms and conditions of any unauthorized use or disclosure of Discloser’s Confidential Informationthis Agreement. Recipient shall assist Discloser If the audit reveals that a party is not performing in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain material compliance with the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement, then, in addition to any other legal and equitable rights and remedies available, the party not in compliance shall reimburse the other for the reasonable costs of the audit. ​ This Agreement may not be assigned by either party without first obtaining the other party's express written consent, which consent shall not be unreasonably withheld; provided, however, that Dealer may assign this Agreement, without obtaining Vendor's express written consent, to (a) a successor corporation resulting from a merger, consolidation, or non-bankruptcy consolidation or to a purchaser of all or substantially all of assets or a majority, or controlling interest in Dealer's voting stock, provided that the Confidential Information purchaser's net worth at the time of both parties.purchase is equal to or ​

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using any and Contractor agrees to protect the confidentiality of all Confidential Information and, except as permitted in this section, Contractor shall neither use nor disclose the Confidential Information. Contractor may use the Confidential Information solely to perform services as a consultant under this Contractor Agreement for the benefit of the Discloser for any purposes or activities other than those specifically authorized in this AgreementCompany. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor Contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser Company of any unauthorized use or unauthorized disclosure of Discloser’s the Confidential Information. Recipient shall Contractor agrees to assist Discloser Company in remedying any such unauthorized use or unauthorized disclosure of Discloser’s the Confidential Information. In addition, Recipient shall Contractor also agrees not undertake, nor assist to communicate any information to Company in violation of the proprietary rights of any third party in undertaking, party. -2- <PAGE> 4.3 Exclusion from Nondisclosure and Nonuse Obligations. Contractor's obligations under Section 4.2 ("NONDISCLOSURE AND NONUSE OBLIGATIONS") with respect to any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method portion of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information shall not apply to any such portion which Contractor can demonstrate, (a) was in the public domain at or subsequent to the time such portion was communicated to Contractor by Company through no fault of both parties.Contractor; (b) was rightfully in Contractor's possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Contractor by Company; or (c) was developed by Contractor independently of and without reference to any information communicated to Contractor by Company. A disclosure of Confidential Information by Contractor, either (i) in response to a valid order by a court or other governmental body, (ii) otherwise required by law, or (iii) necessary to establish the rights of either party under this Contractor Agreement, shall not be considered to be a breach of this Contractor Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order or otherwise prevent such disclosure. 4.4

Nondisclosure and Nonuse Obligations. Recipient shall refrain from using not use, disseminate, or in any and all way disclose the Confidential Information of the Discloser for at any purposes time except in furtherance of the transactions contemplated under the Loan Documents. Further, Recipient shall not disclose the existence of this Agreement or activities any other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to Loan Document without the prior written permission consent of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Informationconfidential information, but not less than reasonable care. Recipient shall maintain the Confidential Information of the Discloser in confidence, and shall not disclose the Confidential Information of the Discloser to any third party. Recipient shall disclose Confidential Information only to those of its employees, Affiliates, directors, consultants or agents (collectively, “Representatives”) who have a need to know such information and assist Recipient with respect to the transactions contemplated under the Loan Documents. Recipient certifies that each such Representative will have agreed, either as a condition of employment (as applicable) or in order to obtain the Confidential Information, to be under an obligation to Recipient to be bound by terms and conditions no less restrictive than those terms and conditions applicable to Recipient under this Agreement. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall assist Discloser Discloser, at Recipient’s expense, in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist be liable to Discloser for any third party in undertaking, breach of the confidentiality or use obligations hereunder by Recipient or any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method Representative of operation or method of manufacture, Recipient. A disclosure of any Products, prototypes, software, samples Confidential Information (a) in response to a valid order by a court or other tangible objects Governmental Authority or materials which embody Discloser’s Confidential Information and which are provided (b) as otherwise required by Applicable Law shall not be considered to Recipient hereunder. The existence and terms 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 Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The burden of establishing the existence of such exclusions rests with the Recipient. EXHIBIT A LOAN AMOUNTS; NOTICE ADDRESSES Lender Principal Amount Notice Address BioPharma Credit Investments IV Sub, LP $100,000,000.00 c/o Intertrust Corporate Services (Cayman) Limited 000 Xxxxx Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxx XX0- 0000 Grand Cayman Attention: Director Facsimile: (000) 000-0000 with copies (which shall not constitute notice) to: Pharmakon Advisors LP 000 Xxxx 00xx Xxxxxx, #0000 Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxxxxxx xx Xxxxx Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xx@xxxxxxxxxxxxxxxxx.xxx and Akin Gump Xxxxxxx Xxxxx & Xxxx LLP Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxxxxx X. Xxxxx, Esq. Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxx@xxxxxxxx.xxx Athyrium Opportunities II Acquisition LP $50,000,000.00 c/o Athyrium Capital Management, LP 000 0xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx and Xxxxxx Xxxxx Phone: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxx.xxx, and xxxxxx@xxxxxxxx.xxx with a copy (which shall not constitute notice) to: Xxxxx & Xxx Xxxxx PLLC 000 Xxxxx Xxxxx Xxxxxx Charlotte, NC 28202 Attn: Xxx Xxxxxxx, Esq. Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxx@xxxxxx.xxx 60 EXHIBIT B THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS SECURITY MAY BE OBTAINED BY WRITING TO HALOZYME AT THE ADDRESS SPECIFIED IN SECTION 10.01(A) OF THE CREDIT AGREEMENT. FORM OF SECURED PROMISSORY NOTE $____________.__ ___________, 201_ FOR VALUE RECEIVED, HALOZYME ROYALTY LLC, a Delaware limited liability company (the “Borrower”) hereby promises to pay to the order of [ ] (the “Lender”), the unpaid principal amount of the Loan made by the Lender under the Credit Agreement referred to below, on the Closing Date pursuant to Section 2.04 of the Credit Agreement, and to pay interest on the principal amount of the Loan (including principal consisting of capitalized interest on the Loan) on the dates and at the rate specified in or determined pursuant to Sections 2.03 and 2.04 of the Credit Agreement and otherwise in accordance with the terms and conditions of this secured note (this “Note”) and the Credit Agreement. Principal, interest and all other amounts due to the Lender with respect to this Note are payable to the Lender at the place, in the type of money and funds and in the manner specified in Section 2.09 of the Credit Agreement. The defined terms in the Credit Agreement are used herein with the same meaning. Presentment, demand, protest, notice of dishonor and notice of intent to accelerate are hereby waived by the undersigned. This Note evidences the Loan made under, and is entitled to the benefits of, and subject to the burdens of, the Credit Agreement, dated as of December , 2015, among the Borrower, Halozyme, Inc., BioPharma Credit Investments IV Sub, LP, as Collateral Agent and a Lender and the other Lenders from time to time parties thereto, as the same may be amended, modified, restated or supplemented from time to time (the “Credit Agreement”), including the security interest granted by the Borrower to the Collateral Agent for the ratable benefit of the Secured Parties thereunder. This Note is one of the Notes referred to in the Credit Agreement and is issued to evidence the Loan made by the Lender pursuant to the Credit Agreement. All of the terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies provided in the Credit Agreement and the other Loan Documents. Reference is made to the Credit Agreement for provisions relating to the interest rate, maturity, payment, prepayment and acceleration of this Note. In the event of an acceleration of the maturity of this Note pursuant to the Credit Agreement, this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys’ fees. This Note and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note shall be governed by, and construed in accordance with, the Confidential Information law of both parties.the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction and venue of the courts of the State of New York sitting in the City and County of New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, although the Lender shall not be limited to bringing an action in such courts. The ownership of an interest in this Note shall be registered on a record of ownership maintained by the Collateral Agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. The Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. HALOZYME ROYALTY LLC, as the Borrower By: Name: Title:

Nondisclosure and Nonuse Obligations. Recipient will not use, disseminate, or in any way disclose any of Discloser’s Confidential Information to any person, firm or business, except to the extent necessary for the purpose described above the signatures to this Agreement (the “Purpose”). Furthermore, neither party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any form of public media without the prior written approval of the other party. Recipient shall refrain from using any and treat all of Discloser’s Confidential Information with the same degree of the Discloser for any purposes or activities other care as Recipient accords to Recipient’s own Confidential Information, but not less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the Discloser, Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants, Affiliates, consultants and contractors who need to know such information. Recipient certifies that each such employee, consultant, Affiliate consultant and contractor will have agreed, either as a condition to employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.

Nondisclosure and Nonuse Obligations. During the Term of this Agreement and for five additional years after its termination, Recipient agrees that Recipient will not use, disseminate, or in any way disclose any Confidential Information 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 the Alliance or Member and for any other purpose 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 the prior written approval of the Alliance. Recipient agrees that Recipient shall refrain from using any and treat all Confidential Information of Discloser with the Discloser for any purposes or activities other same degree of care as Recipient accords to Recipient’s own Confidential Information, but in no case less than those specifically authorized in this Agreementreasonable care. Except as otherwise specifically permitted herein or pursuant to written permission of the DiscloserIf Recipient is not an individual, Recipient agrees that Recipient shall disclose Discloser’s Confidential Information of Discloser only to those of Recipient’s employees, consultants, Affiliates, and contractors employees or consultants who need to know such information. Recipient information and certifies that each such employee, consultant, Affiliate and contractor will employees or consultants have previously agreed, either as a condition to of employment or in order to obtain Discloser’s the Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall will immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s the Confidential Information. Recipient shall agrees to assist Discloser in remedying any such unauthorized use or disclosure of Discloser’s the Confidential Information. In addition, Recipient shall not undertake, nor assist any third party in undertaking, any efforts to reverse engineer, disassemble, decompile or ascertain the structure, method of operation or method of manufacture, of any Products, prototypes, software, samples or other tangible objects or materials which embody Discloser’s Confidential Information and which are provided to Recipient hereunder. The existence and terms of this Agreement shall be the Confidential Information of both parties.