Common use of Nondisclosure Obligations Clause in Contracts

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential Except as otherwise provided in this Article 8, during the term of this Agreement and for a period of five (5) years thereafter, the Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement any information furnished to it by the other Party hereto pursuant to this Agreement which if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature or if disclosed orally or by inspection is indicated orally to be confidential or proprietary by the Party disclosing such information at the time of such disclosure and is confirmed in writing as confidential or proprietary by the disclosing Party (describing in reasonable detail the information to be treated as confidential) within a reasonable time after such disclosure (collectively, “Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, the Amended and Restated Collaboration Agreement or the Fill Agreement, a Party may disclose Information of Disclosing the other Party shall be used by the Receiving Party solely for the purpose of evaluating whether or it is otherwise obligated under this Section 8.1 not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party disclose to its Affiliates, permitted sublicensees, consultants, outside contractors and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employeesclinical investigators, representatives, agents and consultants on a need-to-know basis and on the condition that such entities or persons agree to keep the Information confidential for the same time periods and to substantially the same extent as such Party is required to keep such Information confidential; and a Party or its permitted sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to file and maintain Regulatory Approvals with and to market commercially Aldurazyme. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such employees and consultants shall Information was not obtained by such Third Party directly or indirectly from the disclosing Party under this Agreement; (iii) prior to disclosure under this Agreement was already in the possession of the receiving Party or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the disclosing Party under this Agreement; (iv) can be shown by written documents to have executed appropriate written agreements with such party to ensure compliance with all been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain ; or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally (v) is required to do so be disclosed by judicial the receiving Party to comply with applicable laws or governmental order regulations, or in with a judicial court or governmental proceeding (“Required Disclosure”); administrative order, provided that the receiving Party notifies the disclosing party shall (i) give the other party prompt notice of such Required Disclosure Party in writing prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest any such disclosure or seek a and agrees to use reasonable efforts to secure confidential treatment thereof prior to its disclosure (whether by protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosureotherwise).

Nondisclosure Obligations. 2.1 Confidential Information (a) Except as otherwise specifically contemplated by Section 2.7 or as provided in this Article 6, during the Term of Disclosing Party this Agreement and for a period of five (5) years thereafter, both Parties shall maintain in confidence (i.e., not disclose to any third party) and use only for purposes specifically authorized under this Agreement confidential information and data received from the other Party, whether such information is contained in a written or electronic document, whether it is oral or whether it is disclosed by means of inspection. (b) For purposes of this Article 6, information and data described in clause (a) shall be used by referred to as “Information.” To the Receiving extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information it is otherwise obligated under this Section not to Receiving Party’s disclose, to its Affiliates, employees, representativesofficers, agents directors, lenders, sublicensees, consultants, outside contractors and consultants clinical investigators on a need-to-know basis provided and on condition that such employees entities or persons agree in writing to keep the Information confidential for the same time periods and consultants to the same extent as such Party is required to keep the Information confidential; notwithstanding the foregoing the Party so disclosing Information will be liable to the other Party hereunder for any misuse or improper disclosure of any such Information by any such firms or individuals. A Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials of, and to commercially market, the Product. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes part of the public domain other than by unauthorized acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees, (ii) can be shown by written documents to have executed appropriate been disclosed to the receiving Party or its Affiliates or sublicensees by a third party, provided such Information was not obtained by such third party directly or indirectly from the other Party under this Agreement pursuant to a confidentiality agreement, (iii) prior to disclosure under this Agreement can be shown by written agreements with documents to have been already in the possession of the receiving Party or its Affiliates or sublicensees, provided such party Information was not obtained directly or indirectly from the other Party under this Agreement pursuant to ensure compliance with all a confidentiality agreement, (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement. Receiving , or (v) is disclosed by the receiving Party agrees pursuant to take all reasonable measures to protect oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand of a court or governmental agency, provided that the Confidential Information from falling into receiving Party notifies the public domain or the possession other Party immediately upon receipt of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding official requests (“Required Disclosure”); and provided that the disclosing party shall (i) give Party furnishes only that portion of the other party prompt notice Information which is legally required). The Party asserting the applicability of such Required Disclosure prior to disclosure; (ii) cooperate with one of the other party exclusions set forth in the event that it elects to contest immediately preceding sentence shall have the burden of proving the applicability of any such disclosure or seek a protective order with respect thereto, and/or (iii) exclusion in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosureparticular circumstance.

Nondisclosure Obligations. 2.1 Recipient shall not use any Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether its own use or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any purpose other purposethan as necessary to perform or enforce its rights and/or obligations under this Agreement. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and Recipient shall not disclose Confidential Information without to any third party and shall restrict the prior written consent possession, knowledge, development and use of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s its employees, representativesagents, agents subcontractors and consultants on entities that it controls (collectively, “Personnel”) and that have a need-to-need to know basis provided such information in connection with the purposes stated herein. Personnel will have access only to the Confidential Information they need for such purposes and Recipient shall ensure that such employees and consultants shall have executed appropriate written agreements its Personnel comply with such party to ensure compliance with all the provisions of its obligations under this Agreement, including without limitation this Section 8. Receiving Party Without limiting the foregoing and except as authorized in writing by Discloser, Recipient shall not (i) copy or modify any Confidential Information received from Discloser, or any copy, adaptation, transcription, or merged portion thereof, or (ii) reverse-engineer or reverse-compile object code versions of software programs. Recipient agrees not to disclose any Confidential Information to third parties without Discloser’s prior written consent. Recipient shall take all reasonable measures to protect the secrecy of and avoid disclosure of Confidential Information Information, including any trade secrets, and to prevent it from falling into the public domain or the possession of persons other than those persons not authorized to have any possess such Confidential Information, which information under this Agreement. These measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in be no event less than a reasonable degree care. Recipient shall immediately notify Discloser in writing of care. 2.2 Nothing in any breach of its obligations under this Agreement shall prohibit Receiving Party from disclosing Section 8. Notwithstanding the foregoing, Recipient may disclose Confidential Information if legally as required to do so by judicial applicable law or by proper legal governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) demand and reasonably cooperate with the other party Discloser in the event that it elects any effort to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosureotherwise to contest such required disclosure.

Nondisclosure Obligations. 2.1 For a period from the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination of this Agreement by Hesperix, if Hesperix is the Disclosing Party), the Receiving Party shall maintain as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party shall be used by at the Disclosing Party’s sole discretion; provided, however, that to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets may disclose Confidential Information of the Disclosing Party to its Affiliates, its and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s their respective officers, directors, employees, representativessublicensees, agents consultants, outside contractors, clinical investigators, and consultants other Third Parties, on a need-to-know basis provided and on the condition that such employees and consultants shall have executed appropriate written agreements with such party Persons agree to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect use the Confidential Information from falling into the public domain or the possession of persons other than those persons only for purposes specifically authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in by this Agreement shall prohibit and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party from disclosing is required to keep the Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”)confidential hereunder; provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; and (ii) cooperate with the other party in Receiving Party may disclose Confidential Information to Governmental Authorities to the event extent that it elects to contest such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or seek a protective order with respect theretoto develop or commercially market products, and/or or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) in the Receiving Party may disclose Confidential Information to its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any event only disclose the exact Confidential Information, or portion thereof, specifically requested such breaches by the Required Disclosuresuch professionals).

Nondisclosure Obligations. 2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of a business transaction with the Disclosing Party and shall not be used for any other purpose. Receiving Party Each party shall hold the Disclosing Partyother party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose the other party’s Confidential Information without the prior written consent of Disclosing Partysuch other party. Receiving Each party may disclose Disclosing Partythe other party’s Confidential Information to Receiving Partysuch party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party Each party agrees to take all reasonable measures to protect the Confidential Information of the other party from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential Except as otherwise provided in this Article 10, during the Term and for a period of five (5) years thereafter, the Parties shall, and BioMarin shall cause BioMarin Genetics to, maintain in confidence and use only for purposes specifically authorized under this Agreement any information furnished to it by the other Party hereto pursuant to this Agreement which if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature or if disclosed orally or by inspection is indicated orally to be confidential or proprietary by the Party disclosing such information at the time of such disclosure and is confirmed in writing as confidential or proprietary by the disclosing Party (describing in reasonable detail the information to be treated as confidential) within a reasonable time after such disclosure (collectively, “Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement or a Related Agreement, a Party may disclose Information of Disclosing the other Party shall be used by the Receiving Party solely for the purpose of evaluating whether or it is otherwise obligated under this Section 10.1 not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party disclose to its Affiliates, permitted sublicensees, consultants, outside contractors and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employeesclinical investigators, representatives, agents and consultants on a need-to-know basis and on the condition that such entities or persons agree to keep the Information confidential for the same time periods and to substantially the same extent as such Party is required to keep such Information confidential; and a Party or its permitted sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to file and maintain Regulatory Approvals with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such employees and consultants shall Information was not obtained by such Third Party directly or indirectly from the disclosing Party under this Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the disclosing Party under this Agreement; (iv) can be shown by written documents to have executed appropriate written agreements with such party to ensure compliance with all been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain ; or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally (v) is required to do so be disclosed by judicial the receiving Party to comply with applicable laws or governmental order regulations, or in with a judicial court or governmental proceeding (“Required Disclosure”); administrative order, provided that the receiving Party notifies the disclosing party shall (i) give the other party prompt notice of such Required Disclosure Party in writing prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest any such disclosure or seek a and agrees to use reasonable efforts to secure confidential treatment thereof prior to its disclosure (whether by protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosureotherwise).

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. (a) Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not use or disclose Disclosing Party’s Confidential Information without the prior written consent of Disclosing Party. Receiving party , which consent may disclose be withheld at Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreementsole discretion. Receiving Party agrees to shall take all reasonable measures to protect the Confidential Information of Disclosing Party from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party Receiving Party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Any director, officer, employee, advisor, accountant, attorney or agent given access to any Confidential Information of the Disclosing Party (each such individual, a “Representative”) must have a legitimate “need to know,” must have been advised of the obligations of confidentiality under this Agreement and must be bound in writing to obligations of confidentiality substantially similar to those set out in this Agreement. Receiving Party shall be responsible for any breach of this Agreement by any Representative as if such Representative had been substituted for “Receiving Party” as a party and signatory to this Agreement. 2.2 (b) The Receiving Party shall not directly, or indirectly, via a third party, analyze for chemical composition or reverse engineer any materials or samples provided by the Disclosing Party without prior written consent of the Disclosing Party. (c) Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information of Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall Receiving Party shall: (i) give the other party Disclosing Party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party Disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, ; and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential (a) Each party understands that the other party's Proprietary Information constitutes valuable property rights. Therefore, each party coming into possession of Proprietary Information of Disclosing Party shall be used by the Receiving Party other party agrees not to provide or otherwise make available, nor permit or otherwise allow any of its employees to provide or otherwise make available, the whole or any portion of the other party's Proprietary Information, in any form, to any person other than such party's employees solely for purposes of carrying out the purpose rights, duties and obligations of evaluating whether or not such party pursuant to this Agreement. Each party agrees that it will notify its employees permitted access to the Receiving Party wishes to enter into an agreement for purchase of assets Proprietary Information of the Disclosing Party other party of their obligations under this Agreement with respect to use, reproduction, protection and shall not be used for any security of the other purpose. Receiving Party shall hold the Disclosing Party’s Confidential party's Proprietary Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior cause its employees having access thereto to execute written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents nondisclosure and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written confidentiality agreements with such party, prohibiting such employees from further disclosure of the other party's Proprietary Information or use of such Proprietary Information for the benefit of any person other than Licensor or Licensee. (b) Notwithstanding the foregoing, each party shall have the right to ensure compliance with all disclose the provisions other party's Proprietary Information to its outside consultants, if any, having a need to know such Proprietary Information for purposes of carrying out the rights, duties and obligations of such party under this Agreement. Receiving Party agrees ; subject, however, to take all reasonable measures to protect the Confidential conditions that any such outside consultants execute written nondisclosure and confidentiality agreements with such party, prohibiting such outside consultants from further disclosure of the other party's Proprietary Information from falling into or use of the public domain or other party's Proprietary Information for the possession benefit of persons any person other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of careLicensor and Licensee. 2.2 Nothing (c) Each party will appropriately safeguard all documents, items of work in this Agreement process and work products that embody Proprietary Information of the other party. A party having knowledge of loss or theft of the other party's Intellectual Property or Proprietary Information shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give immediately notify the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of a business transaction with the Disclosing Party and shall not be used for any other purpose. Receiving Party Each party shall hold the Disclosing Partyother party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose the other party’s Confidential Information without the prior written consent of Disclosing Partysuch other party, which consent may be withheld at such other party’s sole discretion. Receiving Each party may disclose Disclosing Partythe other party’s Confidential Information to Receiving Partysuch party’s employees, representatives, agents and consultants employees on a need-to-know basis provided that such employees and consultants party shall have executed appropriate written agreements with such party its employees to ensure compliance with all the provisions of this Agreement. Receiving Party Each party agrees to take all reasonable measures to protect the Confidential Information of the other party from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 . Nothing in this Agreement shall prohibit Receiving Party either party from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into participate in an agreement for purchase auction of assets certain intellectual property of the Disclosing Party Estate and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party Party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents its employees and consultants only on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party Receiving Party shall (i) give the other party Disclosing Party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party Disclosing Party in the event that it Disclosing Party elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Each Receiving Party shall use the Confidential Information of a Disclosing Party shall be used only in accordance with the activities contemplated by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity this Agreement and shall not disclose to any third party such Confidential Information without the prior written consent of the Disclosing PartyParty or as expressly provided below. A Receiving party may disclose Party shall use the same degree of care with respect to a Disclosing Party’s Confidential Information that it uses with respect to Receiving Party’s employees, representatives, agents its own Confidential Information and consultants shall only disclose such information on a need-to-know basis provided that such employees to individuals who are under a written obligation of confidentiality, or are otherwise so obligated. Each Party’s obligations of non-disclosure and consultants non-use shall have executed appropriate written agreements continue with such party respect to ensure compliance with all Confidential Information disclosed to it by the provisions Disclosing Party for a period of this Agreement. ten (10) years from the date of the initial disclosure to the Receiving Party agrees of each such item of Confidential Information. These obligations shall not apply to take all reasonable measures to protect the Confidential Information from falling into that is: (a) known by a Receiving Party at the time of receipt and not through a prior disclosure by a Disclosing Party to the Receiving Party, as documented by business records; (b) at the time of disclosure or thereafter becomes published or otherwise part of the public domain or without breach of the possession of persons other than those persons authorized Agreement by a Receiving Party; (c) subsequently disclosed to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing by a third party who Receiving Party reasonably believes has the right to make such disclosure; (d) developed by a Receiving Party independently of Confidential Information if legally required to do so by judicial or governmental order or in received from a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of Disclosing Party and such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested independent development can be properly demonstrated by the Required DisclosureReceiving Party; or (e) not identified as proprietary information in writing and appropriately marked at the time it is disclosed by a Disclosing Party to a Receiving Party.

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the The Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes agrees: (i) to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest strict confidence at all times in perpetuity and shall not disclose to protect the confidentiality of such Confidential Information without using all precautions the prior written consent Receiving Party takes to protect its own Confidential Information, which in no instance may be less than reasonable precautions; (ii) the Receiving Party will not divulge any of Disclosing Party. Receiving party may disclose the Disclosing Party’s Confidential Information or any information derived therefrom to Receiving any third party (except consultants, subject to the conditions stated below); (iii) not to make any use whatsoever at any time of Confidential Information without the Disclosing Party’s express prior written approval except for the Permitted Use; (iv) not to copy, modify or create Derivative Works (defined below) of any Confidential Information (notwithstanding the provisions in Section 4 of this Agreement, which the Receiving Party acknowledges are intended merely as partial protection of the Disclosing Party’s rights in the event the Receiving Party breaches this provision); and (v) not to alter or delete any proprietary legends or markings on any Confidential Information. The Receiving Party further agrees not to circulate or disclose the Disclosing Party’s Confidential Information within its organization except to those employees, representativesagents, agents consultants, officers and/or directors of the Receiving Party who have a legitimate “need to know” such Confidential Information and consultants on a need-to-know basis provided that such employees and consultants shall have executed who are obligated by appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect keep the Confidential Information from falling into the public domain or the possession of persons other confidential in a manner no less restrictive than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing set forth in this Agreement shall prohibit Agreement, and the Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event acknowledges and agrees that it elects to contest is responsible and liable for such disclosure or seek a protective order persons’ compliance with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosuresuch confidentiality obligations.

Nondisclosure Obligations. 2.1 Confidential (a) Each party understands that the other -------------------------- party's Proprietary Information constitutes valuable property rights. Therefore, each party coming into possession of Proprietary Information of Disclosing Party shall be used by the Receiving Party other party agrees not to provide or otherwise make available, nor permit or otherwise allow any of its employees to provide or otherwise make available, the whole or any portion of the other party's Proprietary Information, in any form, to any person other than such party's employees solely for purposes of carrying out the purpose rights, duties and obligations of evaluating whether or not such party pursuant to this Agreement. Each party agrees that it will notify its employees permitted access to the Receiving Party wishes to enter into an agreement for purchase of assets Proprietary Information of the Disclosing Party other party of their obligations under this Agreement with respect to use, reproduction, protection and shall not be used for any security of the other purpose. Receiving Party shall hold the Disclosing Party’s Confidential party's Proprietary Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior cause its employees having access thereto to execute written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents nondisclosure and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written confidentiality agreements with such party, prohibiting such employees from further disclosure of the other party's Proprietary Information or use of such Proprietary Information for the benefit of any person other than Licensor or Licensee. (b) Notwithstanding the foregoing, each party shall have the right to ensure compliance with all disclose the provisions other party's Proprietary Information to its outside consultants, if any, having a need to know such Proprietary Information for purposes of carrying out the rights, duties and obligations of such party under this Agreement. Receiving Party agrees ; subject, however, to take all reasonable measures to protect the Confidential conditions that any such outside consultants execute written nondisclosure and confidentiality agreements with such party, prohibiting such outside consultants from further disclosure of the other party's Proprietary Information from falling into or use of the public domain or other party's Proprietary Information for the possession benefit of persons any person other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of careLicensor and Licensee. 2.2 Nothing (c) Each party will appropriately safeguard all documents, items of work in this Agreement process and work products that embody Proprietary Information of the other party. A party having knowledge of loss or theft of the other party's Intellectual Property or Proprietary Information shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give immediately notify the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 The Receiving Party will not use Confidential Information for any purpose other than to facilitate performance of Disclosing Party shall be used by Services pursuant to the Agreement and any applicable Statement of Work. The Receiving Party: (i) will not disclose Confidential Information to any employee or contractor or other agent of the Receiving Party solely for unless such person needs access in order to facilitate the purpose of evaluating whether or not Services and executes a nondisclosure agreement with the Receiving Party wishes Party, substantially in the form provided in Exhibit 3; and (ii) will not disclose Confidential Information to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold third party without the Disclosing Party’s prior written consent. Without limiting the generality of the foregoing, the Receiving Party will protect Confidential Information in strictest confidence at all times in perpetuity with the same degree of care it uses to protect its own Confidential Information of similar nature and shall not importance, but with no less than reasonable care. The Receiving Party will promptly notify the Disclosing Party of any misuse or misappropriation of Confidential Information that comes to the Receiving Party’s attention. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority; however, the Receiving Party will give the Disclosing Party prompt notice of any such legal or governmental demand and will reasonably cooperate with the Disclosing Party in any effort to seek a protective order or otherwise to contest such required disclosure, at the Disclosing Party’s expense. For the avoidance of doubt, this provision prohibits the Contractor and its agents from providing data, information, reports, or drafts to anyone without the prior written consent approval of Disclosing Partythe Client. Receiving party may disclose Disclosing Party’s Confidential Information The Client will determine in its sole and unlimited discretion whether to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that grant such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of careapproval. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Disclosed Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes promises and agrees to enter into an agreement for purchase of assets of the Disclosing Party receive and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without with the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest same degree of care that such party utilizes Disclosed Party employs to protect its own information of a similar natureConfidential Information, but in no event not less than a reasonable degree of care. 2.2 Nothing in . Confidentiality requirements and other obligations under this Agreement shall prohibit Receiving be binding upon employees, agents, legal representatives, assignees, of the Disclosed Party, including employees, agents and representatives of affiliates and representative offices, and other affiliated organizations of the Disclosed Party. Without limiting the generality of the foregoing, Disclosed Party from disclosing further promises and agrees: to protect and safeguard the Confidential Information if legally required against unauthorized use, publication or disclosure. not to do so use any of the Confidential Information except for the Business Purposes. not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by judicial or governmental order or Disclosing Party in a judicial or governmental proceeding (“Required Disclosure”); provided that accordance with this Non-Disclosure Agreement. not to use any Confidential Information to compete vis-à-vis Disclosing Party in any commercial activity which may be comparable to the disclosing party shall (i) give commercial activity contemplated by the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate parties in connection with the other party in Business Purposes. to provide access to the event that Confidential Information to those of its officers, directors, and employees who clearly need such access to carry out the Business Purposes. to advise each of the persons to whom it elects provides access to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose of the exact Confidential Information, that such persons are strictly prohibited from making any use, publishing or portion thereofotherwise disclosing to others, specifically requested by or permitting others to use for their benefit or to the Required Disclosuredetriment of Disclosing Party, any of the Confidential Information.

Nondisclosure Obligations. 2.1 Confidential Information of Disclosing Party shall be used by the Receiving Party solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party agrees to take all reasonable measures to protect the Confidential Information from falling into the public domain or the possession of persons other than those persons authorized to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. The obligations of Receiving Party under this Agreement survive until such time as all Confidential Information disclosed under this Agreement becomes publicly known or made generally available through no action or inaction of Receiving Party. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the disclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event that it elects to contest such disclosure or seek a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

Nondisclosure Obligations. 2.1 (a) Each party acknowledges that it may receive confidential or proprietary information (the “Confidential Information”) of the other party in the performance of the Collaboration Documents, including information obtained or reviewed in connection with any audits or investigations performed pursuant to this Agreement. Each party will hold confidential and will not, directly or indirectly, disclose, publish, or use for the benefit of any Third Party or itself, except in carrying out its duties under the Collaboration Documents, any confidential or proprietary information of the other party or confidential or proprietary information jointly developed by the parties, without first having obtained the furnishing party’s written consent to such disclosure or use. “Confidential Information” will include know-how, scientific information, clinical data, efficacy and safety data, adverse event information, formulas, methods and processes, specifications, pricing information (including discounts, rebates, and other price adjustments), and other terms and conditions of sales, customer information, business plans, and all other intellectual property. The Patent Rights and Technology will be deemed the Confidential Information of Disclosing King. The restrictions in this Article 3 will not apply to any information that: (i) is or becomes part of the public domain other than by unauthorized acts of the receiving party or its Affiliates, sublicensees, Consultants, and contractors, as applicable; (ii) can be shown by written documentation to have been disclosed to the receiving party or its Affiliates or sublicensees by a Third Party shall who was not otherwise prohibited from transmitting the information to the receiving party by a contractual, legal, or fiduciary obligation of confidence to the disclosing party; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such information was not obtained directly or indirectly from the other party hereto pursuant to a confidentiality agreement; (iv) can be used shown by written documentation to have been independently developed by the Receiving Party solely for the purpose receiving party or its Affiliates without breach of evaluating whether or not the Receiving Party wishes to enter into an agreement for purchase any of assets of the Disclosing Party and shall not be used for any other purpose. Receiving Party shall hold the Disclosing Party’s Confidential Information in strictest confidence at all times in perpetuity and shall not disclose Confidential Information without the prior written consent of Disclosing Party. Receiving party may disclose Disclosing Party’s Confidential Information to Receiving Party’s employees, representatives, agents and consultants on a need-to-know basis provided that such employees and consultants shall have executed appropriate written agreements with such party to ensure compliance with all the provisions of this Agreement. Receiving Party , including without reference to the Confidential Information of the disclosing party; (v) is disclosed by the receiving party pursuant to oral questions, interrogatories, requests for information or documents, subpoena, or a civil investigative demand of a court or governmental agency; provided, however, that the receiving party notifies the other party promptly following receipt thereof so that the other may seek a protective order or other appropriate remedy to prevent or limit such disclosure; and provided further that the receiving party furnishes only that portion of the information that it is advised by counsel is legally required and imposes such obligations of secrecy as are possible in that regard; (vi) is required or permitted to be disclosed by the receiving party under any statutory, regulatory, or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject; provided, however, that the other party will be allowed to review the proposed disclosure and the receiving party agrees to take consider in good faith any proposed revisions thereof provided to the receiving party within two (2) business days of the other party’s receipt of the proposed disclosure, and the parties will seek confidential treatment for such disclosure as permitted by applicable law; or (vii) is required by authorities to obtain Regulatory Approval. (b) The receiving party agrees that it will disclose the Confidential Information only to its employees and Consultants who need to know such Confidential Information for such party to perform its obligations hereunder. The receiving party agrees (i) to inform all reasonable measures of its employees and Consultants who receive Confidential Information of the confidential nature thereof and to protect direct all such employees and Consultants to treat the Confidential Information confidentially in accordance with this Agreement; (ii) to be responsible for any breach of the Agreement by any of its employees and Consultants; and (iii) to make all reasonable, necessary, and appropriate efforts to safeguard the Confidential Information from falling into the public domain or the possession of persons disclosure other than those persons authorized to have any such Confidential Informationas permitted hereby, which measures shall will include the highest degree of care that such party utilizes requiring all employees and Consultants who have access to protect its own information of a similar nature, but in no event less than a reasonable degree of care. 2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that of the disclosing party shall to execute written obligations to maintain the same in confidence and not to use such information except as expressly permitted under the Collaboration Documents. Each party agrees to enforce confidentiality obligations to which its employees and Consultants are obligated. (ic) give Upon the other expiration or termination of this Agreement or upon request of the disclosing party, the receiving party prompt notice will return to the disclosing party any and all Confidential Information of such Required Disclosure prior to disclosure; the disclosing party and any reproductions thereof. (iid) cooperate with The obligations set forth in this Article 3 will survive the other party termination or expiration of this Agreement for a period of five (5) years (or, in the event that it elects to contest such disclosure or seek case of any Confidential Information identified as a protective order with respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested trade secret by the Required Disclosuredisclosing party at the time of disclosure, for so long as such trade secret Confidential Information is susceptible of remaining a trade secret).