Common use of Nondisclosure Obligations Clause in Contracts

Nondisclosure Obligations. Except as otherwise provided in this Article 10, 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 (a) confidential information and data resulting from or 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 it is otherwise obligated under this Section not to disclose 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 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 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 Information was not obtained by such Third Party directly or indirectly from the other 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 other Party under this 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; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) * years thereafter, the Parties shall, and GelTex shall cause RenaGel, Inc. to, 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 of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other another 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 it is otherwise obligated under this Section not to disclose 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 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 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 provided that such Information was not obtained by such Third Party directly or indirectly from the other 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 provided that such Information was not obtained directly or indirectly from the other Party under this 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; or (v) is disclosed by the receiving Party or its Affiliates pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED provided that the receiving Party or its Affiliates, as the case may be, notifies the other Party Parties immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 105, 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 (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other another Party under this Agreement and marked or identified as "Confidential". For purposes of this Article 10, " (the information and data described in clause the foregoing clauses (a) or and (b) of the preceding paragraph shall be being referred to herein as the "INFORMATION." "). To the extent it is reasonably necessary or appropriate to fulfil 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 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 periods and to the same extent as such Party is required to keep the Information confidential; and a . 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 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 Parties obligated not to disclose such Information or its their respective 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 provided that such Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement or the Original Collaboration 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 other another Party under this Agreement or the Original Collaboration 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 or the Original Collaboration Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED provided that the receiving Party notifies the other applicable Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) ****** years thereafter, the Parties shall, and GelTex shall cause RenaGel, Inc. to, 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 of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other another 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 it is otherwise obligated under this Section not to disclose 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 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 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 provided that such Information was not obtained by such Third Party directly or indirectly from the other 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 provided that such Information was not obtained directly or indirectly from the other Party under this 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; or (v) is disclosed by the receiving Party or its Affiliates pursuant to a subpoena lawfully issued by a court or * Confidential Treatment requested for information omitted and filed separately with the SEC. 28 governmental agency, PROVIDED provided that the receiving Party or its Affiliates, as the case may be, notifies the other Party Parties immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10Section 7, during the term of this Agreement and for a period of five (5) years thereafter, the both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information Confidential Information and data resulting received from or 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"during the Program. 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 fulfill its obligations or exercise its rights under this Agreement, a Party may disclose Confidential Information it is otherwise obligated under this Section 7 not to disclose to its Affiliates, sublicensees, 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 Confidential Information confidential for the same time periods and to the same extent as such Party is required to keep the Confidential Information confidential; and a Party or its sublicensees may disclose such Confidential 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 commercially market commercially Collaboration Productsany Product. The obligation not to disclose Confidential Information shall not apply to any part of such Information that: information that (i) is or becomes patented, published or otherwise becomes publicly known part of the public domain other than by acts of the Party obligated not to disclose such Confidential Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been is disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, PROVIDED that provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement; (iii) prior to -------------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates or sublicensees, PROVIDED that provided such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates or sublicensees without breach of any use of the provisions of this Agreement; other party's Confidential Information, or (v) is disclosed by the receiving Party pursuant to the order or requirement of a subpoena lawfully issued by a court or governmental court, administrative agency, PROVIDED or other governmental body, provided, however, that the receiving Party notifies receiver shall provide prompt notice thereof to enable the other Party immediately upon receipt of any discloser to seek a protective order or otherwise prevent such subpoenadisclosure.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, during During the term of this Agreement and for a period of five (5[*] following termination or expiration hereof: A) years thereafterBoth Parties shall use commercially reasonable efforts to protect all Confidential Information of the other Party, and shall ensure that its employees, consultants, agents, and representatives, are contractually required to maintain all Confidential Information and use such Confidential Information only for the purposes set forth in this Agreement. It is agreed that specific portions of Confidential Information shall continue to be maintained in confidence by the receiving party in the event of a general disclosure. A combination of features in the Confidential Information shall continue to be maintained in confidence by the receiving party hereunder unless every feature of such Confidential Information has been disclosed in accordance with the provisions herein. B) The obligations of the Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement Subsection (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data above shall 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 it is otherwise obligated under this Section not to disclose 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 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 apply 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 Information shall not apply to any part of such Information thatthe receiving party can demonstrate that certain Confidential Information: (i) is or becomes patented, published or otherwise becomes publicly known part of the public domain other than by unauthorized acts of the Party a person or entity obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this AgreementConfidential Information; (ii) can be shown by written documents to have been was disclosed to the receiving Party party or its Affiliates or sublicensees by a Third Partythird party, PROVIDED that as evidenced by written documentation, provided such Confidential Information was was, to the knowledge of the receiving party, not obtained by such Third Party third party directly or indirectly from the other Party disclosing party under this Agreement; a confidentiality agreement, (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party party or its Affiliates or sublicenseesas evidenced by written documentation, PROVIDED that provided such Confidential Information was not obtained directly or indirectly from the other Party under this Agreement; disclosing party pursuant to a confidentiality agreement, (iv) can be shown by written documents to have been was independently developed by the receiving Party party or its Affiliates without breach of any of the provisions of this Agreement; , as evidenced by written documentation, or (v) is disclosed by the receiving Party party pursuant to a subpoena lawfully issued by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand of a court or governmental agency, PROVIDED provided that the receiving Party party notifies the other Party disclosing party immediately upon receipt of any such subpoenaofficial requests (and provided that the receiving party furnishes only that portion of the Information which is legally required). The receiving party shall have the burden of proving the applicability of any such exclusion in any particular circumstance.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, 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 (a) confidential information and data resulting from or 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 "INFORMATIONInformation." 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 it is otherwise obligated under this Section not to disclose 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 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 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 provided that such Information was not obtained by such Third Party directly or indirectly from the other 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 provided that such Information was not obtained directly or indirectly from the other Party under this 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; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED provided that the receiving Party notifies the other Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this ------------------------- Article 1011, and subject to Article 12 hereof, during the term of this Agreement and for a period of five (5) years thereafter, the Parties both parties shall maintain in confidence and use only for purposes specifically authorized under of this Agreement (a) confidential information and data data, received from the other party, resulting from or 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 Research Compounds or identified as "Confidential"Products. For purposes of this Article 1011, information and data described in clause (a) or (b) of the preceding paragraph above shall be referred to as "INFORMATIONInformation." To the extent it is reasonably necessary or appropriate to fulfil fulfill its obligations or exercise its rights under this Agreement, a Party party may disclose Information it is otherwise obligated under this Section not to disclose 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 periods and to the same extent as such Party party is required to keep the Information confidential; and a Party 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 commercially market commercially Collaboration Productsthe Product. The obligation not to disclose Information shall not apply to any part party of such Information that: that (i) is or becomes patented, published or otherwise becomes publicly known part of the public domain other than by acts of the Party party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; or (ii) can be shown by written documents to have been is disclosed to the receiving Party party or its Affiliates or sublicensees by a Third Party, PROVIDED that provided such Information was not obtained by -------- such Third Party directly or indirectly from the other Party party under this Agreement; or (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party party or its Affiliates or sublicensees, PROVIDED that provided -------- such Information was not obtained directly or indirectly from the other Party party under this Agreement; or (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 a subpoena lawfully issued by a court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of any such subpoenaagreement.

Nondisclosure Obligations. Except as otherwise provided in this Article 109, during the term of this Agreement and for a period of five (5) years [ ]* thereafter, the both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting received from or 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 during the Program ("ConfidentialInformation"). 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 it is otherwise obligated under this Section not to disclose to its Affiliates, licensees, 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 periods and to the -------------------------- * Confidential Treatment Requested: Material has been omitted and filed separately with the Commission. same extent as such Party is required to keep the Information confidential; and a Party or its licensees or 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 commercially market commercially Collaboration Productsany Product. The obligation not to disclose Information shall not apply to any part of such Information that: that (i) is or becomes patented, published or otherwise becomes publicly known part of the public domain other than by acts of the Party obligated not to disclose such Information or its Affiliates or licensees or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been is disclosed to the receiving Party or its Affiliates or licensees or sublicensees by a Third Party, PROVIDED that provided such Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates or licensees or sublicensees, PROVIDED that provided such Information was not obtained directly or indirectly from the other Party under this Agreement; or (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; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) years thereafter, the Parties shall, and Dyax shall cause Subsidiary to, 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 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 Party under this Agreement or in the course of the Parties' due diligence investigations prior to the execution of 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 "INFORMATIONInformation." To the extent it is reasonably necessary or appropriate to fulfil 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 to its Affiliates, sublicensees, employees, 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 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 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 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 Information was not obtained by such Third Party directly or indirectly from the other 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 other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving 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 pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10, during the term of this Agreement and for a period of five (5) years ************* thereafter, the Parties shall, and Dyax shall cause Subsidiary to, 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 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 Party under this Agreement or in the course of the Parties' due diligence investigations prior to the execution of 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 "INFORMATIONInformation." To the extent it is reasonably necessary or appropriate to fulfil 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 to its Affiliates, sublicensees, employees, 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 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 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 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 provided that such Information was not obtained by such Third Party directly or indirectly from the other 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 provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without use of the other Party's Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. Information or breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED provided that the receiving Party notifies the other Party immediately upon receipt of any such subpoena.

Nondisclosure Obligations. Except as otherwise provided in this Article 10Subject to the provisions of Section 6.2 below, during the term later of this Agreement Screening Program Term or License Term and for a period of five (5) [ * ] years thereafter, the Parties shall maintain in confidence any and use only for purposes specifically authorized under all knowledge, know-how, screening results, assay information, Compound structures, practices, processes or other information received by one Party to this Agreement (athe "Receiving Party") confidential information and data resulting from or 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 to this Agreement and marked or identified as (the "ConfidentialDisclosing Party". For purposes of ) pursuant to this Article 10, information and data described in clause Agreement (a) or (b) of the preceding paragraph shall be hereinafter referred to as "INFORMATION." To Confidential Information") shall be received and maintained by the extent it is reasonably necessary or appropriate Receiving Party in strict confidence, shall not be disclosed to fulfil its obligations or exercise its rights under any Third Party, and shall not be used by the Receiving Party for any purpose other than those purposes specified in this Agreement, a unless the Receiving Party may disclose Information it is otherwise obligated under this Section not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, on a need-to-know basis and on the condition can demonstrate by competent written proof that such entities or persons agree to keep the Information confidential for the same time periods and Confidential Information: (a) was already known to the same extent as such Party is required to keep Receiving Party, other than under an obligation of confidentiality, at the Information confidential; and a Party or its sublicensees may disclose such Information to government or other regulatory authorities time of disclosure by the Disclosing Party; (b) was generally available to the extent that such disclosure is reasonably necessary to obtain patents public or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any otherwise part of such Information that: the public domain at the time of its disclosure to the Receiving Party; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (ic) is or becomes patented, published became generally available to the public or otherwise becomes publicly known part of the public domain after its disclosure and other than by acts through any act of omission of the Receiving Party obligated in breach of this Agreement; (d) was disclosed to the Receiving Party, other than under an obligation of confidentiality to a Third Party, by a Third Party who had no obligation to the Disclosing Party not to disclose such Information information to others; (e) was independently discovered 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 Information was not obtained by such Third Party directly or indirectly from the other 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 other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Receiving Party or its Affiliates without breach the use of any of Confidential Information belonging to the provisions of this AgreementDisclosing Party; or or (vf) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of any such subpoena[ * ].