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, both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i) confidential information and data resulting from or related to the development of Collaboration Products and (ii) all information and data not described in clause (i) but supplied by the other Party under this Agreement and marked "Confidential." For purposes of this Article 10, information and data described in clause (i) or (ii) 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 or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Field. 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

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, both Parties parties shall maintain in confidence and use only for purposes specifically authorized under of this Agreement (i) confidential information and data data, received from the other party, resulting from or related to the development of Collaboration Products and (ii) all information and data not described in clause (i) but supplied by the other Party under this Agreement and marked "Confidential." Research Compounds or Products. For purposes of this Article 1011, information and data described in clause (i) or (ii) of the preceding paragraph above 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 AgreementAgreement (including, without limitation, in the case of Sankyo, the exercise of its rights under Article 6), 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 Products or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the FieldProduct. The obligation not to disclose Information shall not apply to any part party of such 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 party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; or (ii) is 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; or (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; or (iv) can be shown by writtenwritten documents to have been independently developed by the receiving party or its Affiliates without breach of any of the provisions of this Agreement.

Nondisclosure Obligations. (a) Except as otherwise specifically provided by Section 2.5 or in this Article 106, during the term Term of this Agreement and for a period of five (5) years **** thereafter, both Parties shall maintain in confidence (i.e., not disclose to any third party) and use only for purposes specifically authorized under this Agreement (i) confidential information and data resulting received from or related to the development on behalf of Collaboration Products and (ii) all information and data not described in clause (i) but supplied by the other Party under this Agreement and marked "ConfidentialParty, whether such information is contained in a written or electronic document, whether it is oral or whether it is disclosed by means of inspection." (b) For purposes of this Article 106, information and data described in clause (ia) or (ii) of the preceding paragraph shall be referred to as "“Information." ” For purposes of clarity, HSL acknowledges and agrees that LMI’s Information includes, without limitation, the **** developed by HSL specifically for LMI (provided such Information shall not include information developed independently by HSL without reference to LMI’s Pre-existing Intellectual Property and Technology or LMI Information). LMI shall not use the format of HSL’s underlying forms provided to it other than for the Product, and the same shall be HSL’s 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 disclose, to its Affiliates, employees, officers, directors, lenders, sublicensees, consultants, outside contractors and clinical investigators, investigators on a need-to-know basis and on the condition that such entities or persons agree in writing to only use such Information for purposes specifically authorized under this Agreement and 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 notwithstanding the foregoing the Party so disclosing Information will be liable to the other Party hereunder for any misuse or improper disclosure of any such Information by any such firms or individuals. A Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with of, and to market commercially Collaboration Products ormarket, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the FieldProduct. The obligation not to disclose or use Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise becomes publicly known part of the public domain other than by unauthorized acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; sublicensees, (ii) can be shown by writtenwritten 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 can be shown by written documents to have been 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, or (iv) can be shown by written documents to have been independently developed outside of this Agreement by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement. The Party asserting the applicability of one of the exclusions set forth in the immediately preceding sentence shall have the burden of proving the applicability of any such exclusion in any particular circumstance. If a receiving Party is required to disclose Information of the other Party pursuant to interrogatories, requests for information or documents, subpoena, civil investigative demand of a court or governmental agency, it shall use commercially reasonable efforts to do so on a confidential basis (and provided that the disclosing Party furnishes only that portion of the Information which is legally required), and, in any event, it shall provide the other Party prompt notice after receipt of any such official requests to enable the other Party to seek a protective order or similar relief. (c) HSL understands and acknowledges that LMI’s Information, Intellectual Property, and Technology related to the Product has been developed or obtained by the investment of significant time, effort and expense by LMI, and that such Information, Intellectual Property, and Technology is a valuable, special and unique asset of LMI which provides LMI with a significant commercial advantage, and needs to be protected from improper use and disclosure (including, but not limited to, any improper use by HSL and its Affiliates). HSL will not disclose the LMI Information to its Affiliates or otherwise use the LMI Information for the benefit of such Affiliates. HSL agrees that there may be no adequate remedy at law for any such breach and, upon any such breach or any threat thereof, LMI shall be entitled to appropriate equitable relief in courts located in New York, including injunctive relief, in addition to whatever other remedies it might be entitled. In addition, in order to protect against the disclosure of LMI’s Information, upon termination or expiration of this Agreement, or as otherwise requested by LMI, HSL will promptly deliver to LMI or, at the request of LMI, destroy all copies of LMI’s Information in its possession; provided, in each case, that HSL may retain, in a secure location, a copy of such documents and records for purposes of defending any legal proceedings or as is required to be maintained in order to satisfy any law, rule, or regulation to which HSL is subject. LMI acknowledges that (i) this Agreement does not contain a non-compete provision; (ii) HSL and/or its Affiliates currently develop and manufacture generic equivalents of Cardiolite® for other customers and will continue to do so; and (iii) HSL and its Affiliates may in the future develop and manufacture generic equivalents of Cardiolite for any other customers (subject to Sections 6.1 and the other provisions of Section 6.2 of this Agreement).

Nondisclosure Obligations. Except as otherwise provided in this Article 10X, during the term of this Agreement and for a period of five (5) years thereafter, both all Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i) confidential information and data resulting from or related to the development of Collaboration Products research undertaken in connection with the Program and (ii) all information and data not described in clause (i) but supplied by the any other Party under or in connection with the activities contemplated by this Agreement and marked "Confidential." Agreement. For purposes of this Article 10X, information and data described in clause (i) or (ii) 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 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 or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Field. 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 writtenwritten 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 any 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 such Information was not obtained directly or indirectly from any 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; (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 each other Party immediately upon receipt of any such subpoena or (vi) is used outside the Field on the condition that any entity or person to whom such Information is disclosed agrees to keep such Information confidential for the same time periods and to the same extent as the Party disclosing such Information is required to keep such terms confidential. The terms and conditions of this Article X shall supersede the terms and conditions set forth in any confidentiality, non-disclosure or similar agreement entered into by and between the Cyberkinetics and NEUROMetrix prior to the Effective Date and all such other agreements shall terminate (subject to the survival of any rights and obligations as provided therein).

Nondisclosure Obligations. Except as otherwise provided in this Article 107, ------------------------- during the term of this Agreement and for a period of five ten (510) years thereafter, both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i) confidential information and data resulting received from or related to the development of Collaboration Products and (ii) all information and data not described in clause (i) but supplied by the other Party under in connection with this Agreement and marked "Confidential." For purposes of this Article 10, information and data described in clause the Research Program (i) or (ii) 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, professional advisors, outside contractors and clinical investigators, on a need-to-know basis and on the condition that such entities or persons agree to keep confidentiality and non-use provisions in relation to the Information on such terms as the disclosing Party uses for its own confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; information of similar commercial importance, and a Party Party, its Affiliate or its sublicensees or contractors 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 ortrials, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Fieldis required by law or regulation. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, patented or published (ii) is 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 sublicensees in contravention of this Agreement; (iiiii) is disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided such Information was not knowingly obtained by such Third Party directly or indirectly from the other Party under this Agreement; (iv) 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 knowingly obtained directly or indirectly from the other Party under this Agreement; or (v) can be shown by writtenwritten documents to have been independently developed by the receiving Party or its Affiliates or sublicensees without aid of or reference to the Information.

Nondisclosure Obligations. Except as otherwise provided in this Article 1015 and subject to Section 19.13, during the term of this Agreement and for a period of five ten (510) years thereafter, both Parties parties shall maintain in confidence and use only for purposes specifically authorized under permitted by this Agreement (i) confidential information and data received from the other party resulting from or related to the use of CDK Targets or UBC Targets for the development of Collaboration Products CDK Development Compounds or UBC Development Compounds, respectively; and (ii) all information and data not described in clause (i) above but supplied by the other Party party under this Agreement and marked "“Confidential." ” For purposes of this Article 1015, information and data described in clause (i) or (ii) 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 party may disclose Information it is otherwise obligated under this Section not to disclose to its Affiliates, sublicensees, consultants, outside contractors and clinical investigators, and in the case of DuPont Merck, the DuPont Merck Partnership Board on a need-to-know basis and on the condition that such entities or persons Affiliates and Third Parties 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 confidentialconfidential under this Agreement; 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 Products or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Fieldany product. 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 properly in the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreementpublic domain; (ii) is disclosed to the receiving party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing party; (iii) is known by the receiving party at the time of its receipt, and not through a prior disclosure by the disclosing party, as documented by business records; or (iv) can be shown by writtenwritten documents to have been independently developed by the receiving party without reference to the Information received from the disclosing party and without breach of any of the provisions of this Agreement.

Nondisclosure Obligations. Except as otherwise provided in this Article 107, during the term of this Agreement and for a period of five (5) years thereafter, both the Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (ia) confidential information and data resulting from or related to the development of Collaboration Products and (iib) all information and data not described in clause (ia) 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 (ia) or and (iib) 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 or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the FieldProducts. 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 other than by acts of the Party Parties obligated not to disclose such Information or its their respective Affiliates or sublicensees in ------------------------ Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. contravention of this Agreement; (ii) can be shown by writtenwritten 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 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 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 that the receiving Party notifies the applicable Party immediately upon receipt of any such subpoena. The Parties hereby acknowledge and agree that the records, books and supporting documentation provided to or reviewed by GTC with respect to the Manufacturing Costs and the RD&R Costs shall be deemed to be Genzyme's confidential Information.

Nondisclosure Obligations. (a) Except as otherwise provided in this Article 107, during the term of this Agreement and for a period of five ten (510) years thereafter, both Parties each party shall maintain in confidence and use only for purposes specifically authorized under this Agreement (i) confidential all information and data data, whether written or oral, received from the other party resulting from or related to the development development, manufacture, marketing or sale of Collaboration LeuTech Products and (ii) all information and data not described in clause (i) but supplied by one party to the other Party party under this Agreement and marked "Confidential." ", or with words of similar import, or, if delivered orally, summarized and confirmed in writing in a manner clearly indicating its confidentiality. For purposes of this Article 107, information and data described in clause (i) or (ii) of set forth in the immediately preceding paragraph sentence shall be referred to as "Information." " (b) 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 7.1 not to disclose to its Affiliates, sublicensees, distributors, consultants, outside contractors agents, representatives and clinical investigators, only on a need-to-know basis and only on the condition that such entities or persons agree in writing 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; confidential and agree to use such Information only for purposes relevant to the performance by a Party party of its obligations under this Agreement. In addition, a party or its Affiliates (or any of their sublicensees or distributors) 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 of, and to commercially market commercially Collaboration Products orand sell, in the case of information and data described in clause LeuTech Products. (i), products outside the Field c) In addition to the extent that a Party has exceptions to non-disclosure set forth in subsection (b) set forth immediately above, the right to use such information and data outside the Field. The obligation not to disclose or misuse 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 unauthorized acts of the Party party obligated not to disclose such Information or those of its Affiliates Affiliates, or sublicensees in contravention of this Agreement; its or their distributors or sublicensees, (ii) can be shown by writtenwritten documents to have been disclosed to the receiving party or its Affiliates, or to its or their distributors or sublicensees, by a third party without violation of an obligation of confidentiality with respect to such disclosure, (iii) can be demonstrated by competent evidence, prior to disclosure under this Agreement, already to have been in possession of the receiving party or its Affiliates, or its or their distributors or sublicensees, provided such Information was not obtained directly or indirectly from any third party that was under an obligation of confidentiality with respect to such Information and in violation of such obligation, (iv) can be demonstrated by competent evidence to have been independently developed by the receiving party or its Affiliates, or by its or their distributors or sublicenses, without breach of any of the provisions of this Agreement, or (v) is disclosed by the receiving party or its Affiliates, or by its or their distributors or sublicensees, pursuant to interrogatories, requests for information or documents, subpoenas or civil investigative demands (or similar process) issued by a court or governmental agency or pursuant to any other requirement of law, provided that the party so disclosing, if at all possible, notifies the other party prior to any such disclosure so that such other party (with the cooperation of the receiving party) can seek a protective order or other order limiting or preventing disclosure (if and to the extent available under the circumstances), and provided further that the party so disclosing furnishes only that portion of the Information which it is legally required to disclose under the circumstances.