Common use of Nondisclosure Obligations Clause in Contracts

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: (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, as applicable; (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 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, 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 under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regard.

Nondisclosure Obligations. (a) Except as otherwise provided in this AgreementArticle 10, Rugby acknowledges that during the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose term of this Agreement and during the for a period of five (5) years thereafter, the Parties shall, and shall cause their respective Permitted Subcontractors to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or at any related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other Party under this Agreement and marked or identified as “Confidential.” For purposes of this Article 10, information and data described in clause (a) or (b) of the preceding paragraph shall be referred to as “Information.” To the extent it is reasonably necessary or appropriate to fulfil its obligations or exercise its rights under this Agreement, a Party may disclose Information to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, 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 for any reason whatsoever periods and to the same extent as such Party is required to keep the Information confidential; and 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 with and to market commercially Collaboration Products. The obligation not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, Information shall not apply to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support part of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: Information that: (i) is or becomes part of the public domain patented, published or otherwise becomes publicly known other than by unauthorized acts of the party Party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving party Party or its Affiliates or sublicensees by a third partyThird Party, provided that such information Information was not obtained by such third party Third Party directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreement; Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party Party or its Affiliates or sublicensees, provided that such information Information was not obtained directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreementAgreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (iv) can be shown by written documents to have been independently developed by the receiving party Party or its Affiliates without breach of any of the provisions of this Agreement; ; or (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by to comply with applicable laws or regulations, or with a party under any statutorycourt or administrative order, regulatory or similar legislative requirement or any rule provided that the original disclosing Party receives prior written notice of any stock exchange such disclosure and that the receiving Party takes all reasonable and lawful actions to which it or any Affiliate is subjectobtain confidential treatment for such disclosure and, subject if possible, to minimize the obligation extent of secrecy as are possible in that regardsuch disclosure.

Nondisclosure Obligations. (a) Except as otherwise provided in this AgreementArticle 10, Rugby acknowledges that during the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose term of this Agreement and during for a period of five (5) years thereafter, the period Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development, commercialization or marketing of Collaboration Products and (b) all information and data not described in clause (a) but supplied by one Party to the other under this Agreement or in the course of the Parties' due diligence investigations prior to the execution of this Agreement and marked or at any time for any reason whatsoever identified as "Confidential." For purposes of this Article 10, information and data described in clause (a) or (b) of the preceding paragraph shall be referred to as "INFORMATION." To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Information it is otherwise obligated under this Section not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-Howits Affiliates, as the case may besublicensees, to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants employees, consultants, outside contractors and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may beclinical investigators, on a need to need-to-know basis and shall be subject 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 the Information confidential; and a Party or its sublicensees may disclose such Information to government or other regulatory authorities to the same obligations of confidence as the principals pursuant extent that such disclosure is reasonably necessary to Section 7.1(a) above obtain patents or authorizations to conduct clinical trials with and shall enter into secrecy agreements in support of such obligationsto market commercially Collaboration Products. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree The obligation not to disclose or permit to be disclosed at any time for any reason whatsoever Information shall not apply to any third party or otherwise make use part of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: such Information that: (i) is or becomes part of the public domain patented, published or otherwise becomes publicly known other than by unauthorized acts of the party Party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving party Party or its Affiliates or sublicensees by a third partyThird Party, provided PROVIDED that such information Information was not obtained by such third party Third Party directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreement; Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party Party or its Affiliates or sublicensees, provided PROVIDED that such information Information was not obtained directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreementAgreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (iv) can be shown by written documents to have been independently developed by the receiving party Party or its Affiliates without use of the other Party's Information or breach of any of the provisions of this Agreement; ; or (v) is disclosed by the receiving party Party pursuant to oral questions, interrogatories, requests for information or documents, subpoena, or a civil investigative demand of subpoena lawfully issued by a court or governmental agency; provided , PROVIDED that the receiving party Party notifies the other party Party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regardsuch subpoena.

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement------------------------- Article 10, Rugby acknowledges that during the HMRI Know-How with which term of this Agreement 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 may be supplied 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 HMRI acknowledges 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, a Party may disclose Information of the other Party it is otherwise obligated under this Section 10.1 not to disclose to its Affiliates, permitted sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis and on the condition that such entities or persons agree to keep the Rugby Know-How with which it may be supplied pursuant Information confidential for the same time periods and to this Agreement or otherwise substantially the same extent as such Party is supplied in circumstances imparting an obligation of confidence and agrees required to keep such HMRI Know-How Information confidential; and a Party or Rugby Know-How, as its permitted sublicensees may disclose such Information to government or other regulatory authorities to the case may be, secret extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to file and confidential maintain Regulatory Approvals with and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever market commercially Collaboration Products. The obligation not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, Information shall not apply to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support part of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: Information that: (i) is or becomes part of the public domain patented, published or otherwise becomes publicly known other than by unauthorized acts of the party Party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving party Party or its Affiliates or sublicensees by a third partyThird Party, provided that such information Information was not obtained by such third party Third Party directly or indirectly from the other party disclosing Party under this Agreement pursuant to a confidentiality agreement; Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party Party or its Affiliates or sublicensees, provided that such information Information was not obtained directly or indirectly from the other party disclosing Party under this Agreement pursuant to a confidentiality agreementAgreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (iv) can be shown by written documents to have been independently developed by the receiving party Party or its Affiliates without breach of any of the provisions of this Agreement; ; or (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by the receiving Party to comply with applicable laws or regulations, or with a party under court or administrative order, provided that the receiving Party notifies the disclosing Party in writing prior to any statutory, regulatory such disclosure and agrees to use reasonable efforts to secure confidential treatment thereof prior to its disclosure (whether by protective order or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regardotherwise).

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby acknowledges that during the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose term of this Agreement and during the for a period of ten (10) years thereafter, both Parties shall maintain in confidence (a) information and data received from the other party resulting from or related to the Product and (b) all information and data not described in clause (a) but supplied by the other party under this Agreement marked "Confidential." For purposes of this Article 6, information and data described in clause (a) or at any time for any reason whatsoever not (b) shall be referred to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party"Information." (b) Each To the extent it is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, a party shall procure that only may disclose Information it is otherwise obligated under this Section not to disclose to its respective employees or employees of its Affiliates or consultants Affiliates, consultants, outside contractors and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may beclinical investigators, on a need to need-to-know basis on condition that such entities or persons agree to keep the Information confidential for the same time periods and shall be subject to the same obligations of confidence extent as such party is required to keep the principals pursuant Information confidential; and a party may disclose such Information to Section 7.1(a) above 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 shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicableto commercially market, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree Product. The obligation not to disclose or permit to be disclosed at any time for any reason whatsoever Information shall not apply to any third party or otherwise make use part of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. such Information that: (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: (ia) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; Affiliates; (iib) can be shown by written documents to have been disclosed to the receiving party or its Affiliates or sublicensees by a third partyThird Party, provided such information Information was not obtained by such third party Third Party directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; ; (iiic) prior to disclosure under this Agreement, was already in the possession of the receiving party or its Affiliates or sublicenseesAffiliates, provided such information Information was not obtained directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (ivd) 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; ; (ve) is disclosed by the receiving party pursuant to oral questions, interrogatories, requests for information or documents, subpoena, or a civil investigative demand of issued by a court or governmental agencyagency or as otherwise required by law; provided that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information Information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regardrequired); or or (vif) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule bioavailability and clinical data used for marketing purposes following receipt of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regardUK Regulatory Approval.

Nondisclosure Obligations. (a) Except as otherwise specifically provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the otherHMRI's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party. (b) Each party Rugby shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a8.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 8.1 shall not extend to any information which:: CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; (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 such information 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, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such information Information was not obtained directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH; (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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regard.

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby Supplier acknowledges that the HMRI Knowknow-How how with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Knowknow-How or Rugby Know-How, as the case may be, how secret and confidential and to respect the otherKing's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Knowknow-How or Rugby Know-How, as the case may be, how to any third party. (b) Each party Supplier shall procure ensure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Knowknow-How or Rugby Know-How, as the case may be, how on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a8.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals Supplier shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 8.1 shall not extend to any information which: (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, as applicable; (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 such information was not obtained by such third party directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement;; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (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 under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH; (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; (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 provided, however, that the receiving party notifies the other party immediately upon receipt thereof (so that the other may seek a protective order or other appropriate remedy, and provided further that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a 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, subject however, that the non-disclosing party shall be allowed to review the proposed disclosure and the disclosing party agrees to consider in good faith any proposed revisions thereof provided to the obligation disclosing party within [***] of secrecy the non-disclosing party's receipt of the proposed disclosure, and the parties shall seek confidential treatment for such disclosure as are possible in that regardpermitted by applicable law.

Nondisclosure Obligations. (a) Except Each of the Parties hereto covenants and agrees that it shall only use the Confidential Information of another Party as otherwise may be necessary to carry out its obligations under the Operative Documents or useful to exercise its rights under the Operative Documents, regardless of whether or not the Party itself also owns such Confidential Information, and that it shall limit disclosure of such Confidential Information to employees, consultants, contractors and agents that have a need to know such Confidential Information for one of the purposes described herein and that are bound by confidentiality obligations at least as stringent as those set forth in this Agreement. Each Party further covenants and agrees, subject to Section 4(d), that unless and until such information is no longer deemed to be Confidential Information, no Party shall disclose any Confidential Information of another Party, regardless of whether or not such Party itself also owns such Confidential Information, in any manner whatsoever, in whole or in part; provided, that nothing herein shall prevent any such Party (a “Disclosing Party”) from disclosing any such Confidential Information: (A) pursuant to any Governmental Order or in any pending or legal or administrative proceeding relating to the Programs; (B) upon the request or demand of any Governmental Authority having jurisdiction over the Disclosing Party or any of its Affiliates; (C) as required by applicable law (including applicable U.S. securities law), or the rules and regulations of any Governmental Authority; (D) with the express written permission of all Parties to which the Disclosing Party has confidentiality obligations under this Agreement with respect to such Confidential Information; (E) as provided in Sections 5 and 6 below; (F) to each Party’s Affiliates and respective employees, legal counsel, independent auditors and other experts or agents who are bound by confidentiality obligations at least as stringent as those set forth in this Agreement, Rugby acknowledges and who have a need to know such Confidential Information in connection with the Programs and (G) to the extent necessary to permit Holdings to exercise its rights under Section 2A of the Purchase Option Agreement. (b) Notwithstanding the foregoing in Section 4(a), nothing herein shall prevent Alexza from disclosing any Confidential Information (1) to one or more third parties to develop or commercialize the Programs, so long as any such third party is bound by confidentiality obligations at least as stringent as those set forth in this Agreement, or as approved by Symphony Allegro, (2) to existing or potential bona fide acquirers or merger candidates, investment bankers, existing or potential investors, venture capital firms, or other financial institutions or investors for purposes of obtaining financing, so long as any such third party is bound by confidentiality obligations at least as stringent as those set forth in this Agreement, (3) to regulatory authorities as required in connection with any filing of INDs, NDAs, or similar applications or requests for regulatory approvals, anywhere in the world, provided that reasonable measures are taken to assure confidential treatment of such information, where available, and (4) to the HMRI Know-How with extent such Confidential Information pertains to any Licensed Intellectual Property or Tangible Material which it may be supplied is useful outside the scope of the licenses granted to Symphony Allegro pursuant to this Agreement Section 2.2 of the Novated and HMRI acknowledges that Restated Technology License Agreement, to any third party for the Rugby Know-How with which it may be supplied purpose of exploiting such rights as retained by Alexza, provided such disclosure is made pursuant to this appropriate confidentiality obligations and restrictions that do not permit use in connection with the Products. This Agreement shall not be construed to require Alexza to amend or otherwise supplement any confidentiality agreements with any third party entered into prior to the Closing Date if the confidentiality provisions in such agreements do not comply completely with the requirements of Section 4(a). (c) The Disclosing Party accepts responsibility for compliance with the provisions of Section 4(a) by the persons referred to in Section 4(a)(F), and Section 4(b). In the event of a requirement to disclose Confidential Information which falls under the ambit of clauses (A), (B) or (C) of Section 4(a), the Disclosing Party shall give reasonable prior notice to the other Parties, and shall make a reasonable effort to obtain (1) a protective order requiring the Confidential Information so disclosed to be used only for the purposes for which such Confidential Information is supplied in circumstances imparting an obligation required or (2) confidential treatment of confidence the Confidential Information required to be disclosed. In the event of a requirement to disclose Confidential Information which falls under the ambit of Section 4(b)(3), the Disclosing Party shall give reasonable prior notice, to the extent practicable, to the other Parties. Furthermore, each of Symphony Allegro, Holdings, each of the Symphony Funds, Investors, Symphony Capital and RRD hereby covenants and agrees to keep refrain from (x) trading any Alexza Common Stock while in possession of material, non-public information concerning Alexza, the clinical development of the Programs or any other such HMRI Know-How information of like kind and (y) discussing or Rugby Know-Howconveying to any Person who is not related to the activities contemplated under the Operative Documents any information regarding their respective assessments or projections with respect to the development or status of any of the Programs. (d) Notwithstanding the foregoing in this Section 4, the Parties’ confidentiality obligations with respect to the financial and legal terms of the transactions contemplated in the Operative Documents shall terminate on the date which is five (5) years from (x) the Purchase Option Closing Date, or (y) the date on which the Purchase Option expires unexercised, as the case may be, secret unless and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose until such information or its Affiliates or sublicensees, as applicable; (ii) can shall earlier be shown by written documents deemed to have 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, 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 under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (iv) can no longer 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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regardConfidential Information.

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement------------------------- Article 10, Rugby acknowledges that during the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose term of this Agreement and during the for a period of five (5) years thereafter, the Parties shall, and shall cause their respective Permitted Subcontractors to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or at any related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other Party under this Agreement and marked or identified as "Confidential." For purposes of this Article 10, information and data described in clause (a) or (b) of the preceding paragraph shall be referred to as "Information." To ----------- the extent it is reasonably necessary or appropriate to fulfil its obligations or exercise its rights under this Agreement, a Party may disclose Information to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, 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 for any reason whatsoever periods and to the same extent as such Party is required to keep the Information confidential; and 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 with and to market commercially Collaboration Products. The obligation not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, Information shall not apply to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support part of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: Information that: (i) is or becomes part of the public domain patented, published or otherwise becomes publicly known other than by unauthorized acts of the party Party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving party Party or its Affiliates or sublicensees by a third partyThird Party, provided that such information Information was not obtained by such third party Third Party directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreement; Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving party Party or its Affiliates or sublicensees, provided that such information Information was not obtained directly or indirectly from the other party Party under this Agreement pursuant to a confidentiality agreementAgreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (iv) can be shown by written documents to have been independently developed by the receiving party Party or its Affiliates without breach of any of the provisions of this Agreement; ; or (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by to comply with applicable laws or regulations, or with a party under any statutorycourt or administrative order, regulatory or similar legislative requirement or any rule provided that the original disclosing Party receives prior written notice of any stock exchange such disclosure and that the receiving Party takes all reasonable and lawful actions to which it or any Affiliate is subjectobtain confidential treatment for such disclosure and, subject if possible, to minimize the obligation extent of secrecy as are possible in that regardsuch disclosure.

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party. (b) Each party shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 shall not extend to any information which: (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, as applicable; (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 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, 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 under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH; (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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regard.

Nondisclosure Obligations. (a) Except as otherwise provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the other's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or Employee will not at any time time, whether during or after the Non-Solicitation Restricted Period, for any reason whatsoever (other than to promote and advance the business of the Company), use or disclose to any person or entity any Trade Secret of the Company (in any form or media whatsoever), except as may be required in the ordinary course of performing Employee’s duties promoting the business of the Company. Further, Employee will not at any time, for any reason whatsoever (other than to promote and advance the business of the Company), use or disclose to any Person any of the Confidential Information, except such disclosures as may be required in the ordinary course of performing Employee’s duties promoting the business interests of the Company. This restriction shall not apply to: (i) Confidential Information that is in the public domain through no breach of this Agreement by Employee, (ii) Confidential Information approved for release by written authorization of the Company, and (iii) Confidential Information that may be required by law or cause an order of any court, agency or permit proceeding to be disclosed (but only for the purposes of and to the minimum extent required by such HMRI Know-How compelled disclosure, and provided that Employee promptly notifies the Company of such requirement and provides the Company all reasonable assistance and cooperation in seeking to oppose such requirement or Rugby Know-How, as obtain protective treatment). Employee shall keep secret all matters of such nature entrusted to him or her and shall not use or disclose any such Confidential Information for the case may be, to benefit of any third partyparty in any manner, directly or indirectly. (b) Each party Upon the termination of Employee’s employment with the Company for any reason, Employee shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject immediately return to the same obligations Company, without retaining copies, all property owned by the Company (such as all manuals, business plans, manuscripts, reports, letters, notes, notebooks, drawings, diagrams, prints, models, data storage devices and all other materials belonging to the Company or its clients) and all documents and materials of confidence as the principals pursuant to Section 7.1(aany nature containing any Trade Secrets and Confidential Information. Employee shall also return any and all Company property (including Trade Secrets and Confidential Information) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time upon the request of the Company. In addition, any Trade Secret, Confidential Information or other Company information which is accessible by Employee and is in electronic format or cannot be otherwise returned to the Company shall be destroyed by Employee upon the termination or end of Employee’s employment with the Company (for any reason whatsoever to any third party or otherwise make use no reason at all). Notwithstanding the return or destruction of or permit such Trade Secrets and Confidential Information, Employee shall continue to be made use of any trade secrets or confidential information relating to bound by the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to restrictions set forth in this Section 7.1 shall not extend to any information which: (i) is or becomes part 2 after the termination of the public domain other than by unauthorized acts of the party obligated not to disclose such information or its Affiliates or sublicensees, as applicable; (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 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, 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 under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH (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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regardEmployee’s employment.

Nondisclosure Obligations. (a) Except as otherwise specifically provided in this Agreement, Rugby acknowledges that the HMRI Know-How with which it may be supplied pursuant to this Agreement and HMRI acknowledges that the Rugby Know-How with which it may be supplied pursuant to this Agreement or otherwise is supplied in circumstances imparting an obligation of confidence and agrees to keep such HMRI Know-How or Rugby Know-How, as the case may be, secret and confidential and to respect the otherHMRI's proprietary rights therein and to use the same for the sole purpose of this Agreement and during the period of this Agreement or at any time for any reason whatsoever not to disclose or cause or permit to be disclosed such HMRI Know-How or Rugby Know-How, as the case may be, to any third party. (b) Each party Rugby shall procure that only its respective employees or employees of its Affiliates or consultants and contractors shall have access to HMRI Know-How or Rugby Know-How, as the case may be, on a need to know basis and shall be subject to the same obligations of confidence as the principals pursuant to Section 7.1(a8.1(a) above and shall enter into secrecy agreements in support of such obligations. Insofar as this is not reasonably practicable, the principals shall take all reasonable steps to ensure that any such employees, consultants and contractors are made aware of such obligations. (c) Both parties undertake and agree not to disclose or permit to be disclosed at any time for any reason whatsoever to any third party or otherwise make use of or permit to be made use of any trade secrets or confidential information relating to the technology, business affairs or finances of the other or of any Affiliates, suppliers, agents, distributors, licensees, licensors or other customers of the other which comes into their possession pursuant to this Agreement. (d) The obligations of confidence referred to in this Section 7.1 8.1 shall not extend to any information which: (i) is or becomes part of the public domain other than by unauthorized acts of the party obligated not to disclose such information Information or its Affiliates or sublicensees, as applicable; (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 such information 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, was already in the possession of the receiving party or its Affiliates or sublicensees, provided such information Information was not obtained directly or indirectly from the other party under this Agreement pursuant to a confidentiality agreement; CONFIDENTIAL TREATMENT - NOTED BY * AND STRIKE-THROUGH; (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; (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 that the receiving party notifies the other party immediately upon receipt thereof (and provided that the disclosing party furnishes only that portion of the information which it is advised by counsel is legally required and impose such obligations of secrecy as are possible in that regard); or (vi) is required to be disclosed by a party under any statutory, regulatory or similar legislative requirement or any rule of any stock exchange to which it or any Affiliate is subject, subject to the obligation of secrecy as are possible in that regard.