Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****]* thereafter, a Party receiving Confidential Information of the other Party shall: (a) maintain in confidence such Confidential Information and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof).

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement Agreement, including disclosure by either Party to the other of any results and data resulting from its activities hereunder shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement Term and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement or in connection with exercising such Party’s rights and/or fulfilling its obligations under this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 11.1 shall not create or imply any rights or licenses not expressly granted under Article 7 8 or Section 12.3 hereof). Notwithstanding anything to the contrary in this Section 11.1, data or other information resulting from the research conducted by each Party pursuant to the Collaboration shall be Confidential Information of both Parties, whether disclosed by Exelixis or Sanofi-Aventis.

Nondisclosure of Confidential Information. All Information disclosed by one Each Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6shall, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****]* thereafter, a Party receiving Confidential Information of the other Party shallshall during and after the Term: (a1) maintain in confidence such to take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than reasonable care, to keep the Confidential Information and confidential, (2) not to disclose such Confidential Information to any Third Party without prior written consent third party other than to its employees and consultants on a need-to-know basis, provided that such persons shall be informed of the other Party (confidential nature of such consent information, and shall have executed appropriate written agreements sufficient to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence enable receiving party to any Third Party under terms consistent comply with this Agreement and made in furtherance all the provisions of this Agreement or of rights granted to a Party hereunder; and (b“Permitted Parties”), (3) not use such other Party’s to make any use, disclosure or dissemination whatsoever of the Confidential Information for any purpose except those in connection with, and as permitted by, this Agreement, (4) not to modify, reverse engineer, decompile, disassemble, or create derivative or other works based upon, containing or otherwise relating to Confidential Information, except as expressly permitted by this Agreement. Receiving party shall be responsible for any breach of this Agreement (it being * Certain information on by any of its Permitted Parties and receiving Party agrees to take all reasonable measures to restrain such parties from prohibited or unauthorized disclosure or use of the [*] Designates portions of this page has document that have been omitted and pursuant to a request for Confidential Treatment filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)Commission.

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement Agreement, including disclosure by either Party to the other of any results and data resulting from its activities hereunder shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement Term and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement or in connection with exercising such Party’s rights and/or fulfilling its obligations under this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 2 or Section 11.5 hereof).

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****][ * thereafter] years after the expiration or earlier termination of this Agreement, a Party receiving Confidential Information of the other Party shallwill: (a) maintain in confidence hold such Confidential Information in strict trust and confidence and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned)Party, except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on Agreement, including, when Confidential Information constitutes intellectual property licensed to a Party under this page has been omitted and filed separately with Agreement, the SEC. use of such Confidential treatment has been requested with respect Information to the omitted portionsextent of that license. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)[ * ] = 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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Nondisclosure of Confidential Information. For the purpose of this Article 10, unless otherwise set forth herein, EXEL and EPC shall be deemed collectively as one (1) “Party” and shall be referred to as Exelixis. All Information or Materials disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Compounds or ProductsProducts (for so long as such Licensed Compound or Product is not removed from the Agreement as a result of a Product specific termination pursuant to Section 11.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that that, during the term of this Agreement and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 4, 7 or 11 hereof).

Nondisclosure of Confidential Information. All For all purposes hereunder, “Confidential Information” shall mean all Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Agreement. Without limiting the foregoing, Confidential Information” Information of a Party is hereby deemed to include any and all Information disclosed by such Party to the disclosing other Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect the Wyeth Non-Disclosure Agreement, the Confidential Information of Exelixis is hereby deemed to Licensed Antibodies or Productsinclude all Information disclosed to Wyeth by Exelixis’ wholly-owned [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, shall be MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. subsidiary X-Ceptor Therapeutics, Inc. (“X-Ceptor”) pursuant to the X-Ceptor Non-Disclosure Agreement, and (iii) the Confidential Information” Information of both Parties for Wyeth is hereby deemed to include all purposes hereunderInformation disclosed to X-Ceptor by Wyeth pursuant to the X-Ceptor Non-Disclosure Agreement. The Parties agree that during the term of this Agreement and for a period of [****]During [ * ] thereafter, a Party receiving such item of Confidential Information of the other Party shallwill: (a) maintain in confidence such Confidential Information to the same extent such Party maintains its own proprietary information of similar kind and value (but at a minimum each Party shall use reasonable efforts); (b) not to disclose such item of Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; Party: and (bc) not use such the other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)Agreement.

Nondisclosure of Confidential Information. All Subject to Section 9.2, all Information disclosed by one any Party to the other Party pursuant to this Agreement shall be treated as “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance The terms of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall will be “the Confidential Information” Information of both Parties for all purposes hereunderParties. The Parties agree that during the term of this Agreement period from the Effective Date through the Term, and for a period of [****]* ] years thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Reasonable Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderAgreement; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall 9.1 will not create or imply any rights or licenses not expressly granted under Article 7 hereof2, and it is also understood that, upon termination of this Agreement, a Party’s right to use the Confidential Information of the other Party will cease, except as expressly permitted under Section 10.4). [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Nondisclosure of Confidential Information. All Information information disclosed by one Party or its Affiliates (the “Disclosing Party”) to the other Party or its Affiliates (the “Receiving Party”) pursuant to this Agreement shall be “Confidential Information” of the disclosing Disclosing Party for all purposes hereunder. Subject to Section 10.6, except that all Research Inventions shall be Confidential Information that is generated in furtherance of Agrigenetics, regardless of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Productsidentity of the party disclosing such information, and Agrigenetics shall be deemed the “Confidential InformationDisclosing Party” of both Parties for to all purposes hereundersuch information. The Parties agree that during Receiving Party shall: (i) use commercially reasonable efforts to maintain in confidence the term of this Agreement and for a period of [****]* thereafter, a Party receiving Confidential Information of the other Disclosing Party shall: (a) but shall use not less than those efforts that such Party uses to maintain in confidence such Confidential Information its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderDisclosing Party; and (bii) not use such other Disclosing Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 subsection (ii) shall not create or imply any rights or licenses not expressly granted under Article 7 hereofthis Agreement or the APA). [ * ] =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 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during During the term of this Agreement Agreement, each party (the “Disclosing Party”) may provide to the other party (the “Receiving Party”) certain confidential information concerning the Disclosing Party's business, plans, customers, technology, products and for services (“Confidential Information”). Confidential Information will include all information in tangible or intangible form that (i) is marked or designated as confidential at the time of disclosure or (ii) a period reasonable person should consider to be confidential given the nature of [****]* thereafterthe information and context of disclosure. For the avoidance of doubt, a Alert Logic Technology will be considered Confidential Information of Alert Logic, and Customer Data will be considered Confidential Information of Customer. The Receiving Party receiving agrees that it will not use or disclose to any third party any Confidential Information of the other Disclosing Party shall: except as expressly permitted by this Agreement, provided that the Receiving Party may disclose Confidential Information of the Disclosing Party to its directors, officers, employees and subcontractors (acollectively, “Representatives”) maintain in confidence who have a bona fide need to know such Confidential Information for the purposes of this Agreement, provided that each such Representative is subject to obligations of confidentiality and not non-use no less restrictive than those set forth in this Agreement. The Receiving Party will be responsible for any breach of this Section 6 by its Representatives. The Receiving Party will take reasonable precautions to protect the confidentiality of the Disclosing Party's Confidential Information, which precautions will be at least as stringent as the Receiving Party takes to protect its own Confidential Information. In addition to the foregoing, neither party shall disclose such Confidential Information to any Third Party without prior written consent of third party the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance conditions of this Agreement Agreement, any Order Form, or of rights granted to a Party hereunder; and (b) not use such any other Party’s Confidential Information for any purpose except those permitted documents incorporated by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)therein.

Nondisclosure of Confidential Information. All Information disclosed by one Party Except to the other Party pursuant to extent expressly authorized by this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject or otherwise agreed to Section 10.6in writing, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of five (5) years following the termination of this Agreement, each party shall take such [****]* thereafter, a Party receiving Confidential Information of the other Party shall: (a) maintain in confidence such Confidential Information and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * ] Certain information on this page has been omitted and filed separately with the SECSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. understood reasonable measures to protect the secrecy of and avoid disclosure or use of such Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of any person other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care the receiving party takes to protect its own proprietary and confidential information of a similar nature, which shall be no less than reasonable care. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the terms of this Agreement. Each party shall notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of the other party’s Confidential Information that this Section 10.1 may come to such party’s attention. Not withstanding the foregoing, Confidential Information from FHCRC shall include but not create or imply any rights or licenses not expressly granted under Article 7 hereof)be limited to devices, cell lines, monoclonal antibodies, methods, processes, data regarding testing and experiments, drawings, documentation, patent applications and product development plans, is FHCRC’s confidential, proprietary, trade secret information.

Nondisclosure of Confidential Information. All Subject to Section 9.2, all Information disclosed by one each Party to the other Party pursuant to this Agreement, and, subject to Section 9.7, Know-How that is generated pursuant to this Agreement with respect to Licensed Products, shall be treated as “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance The terms of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall will be “the Confidential Information” Information of both Parties for all purposes hereunderParties. The Parties agree that during the term of this Agreement period from the Effective Date through the Term, and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) maintain in confidence such Confidential Information (using at least the same level of efforts as such Party uses to maintain in confidence its own proprietary information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed delayed, or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderAgreement; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall 9.1 will not create or imply any rights or licenses not expressly granted under Article 7 hereof2, and it is also understood that, upon termination of this Agreement, a Party’s right to use the Confidential Information of the other Party will cease).

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement Agreement, including disclosure by either Party to the other of any results and data resulting from its activities hereunder shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement Term and for a period of [****][ * ] thereafter, a Party receiving Confidential [ * ] = 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 24b-2 of the Securities Exchange Act of 1934, as amended. Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement or in connection with exercising such Party’s rights and/or fulfilling its obligations under this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 11.1 shall not create or imply any rights or licenses not expressly granted under Article 7 8 or Section 12.3 hereof). Notwithstanding anything to the contrary in this Section 11.1, data or other information resulting from the research conducted by each Party pursuant to the Collaboration shall be Confidential Information of both Parties, whether disclosed by Exelixis or Sanofi-Aventis.

Nondisclosure of Confidential Information. All Information or Materials disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Compounds or ProductsProducts (for so long as such Licensed Compound or Product is not removed from the Agreement as a result of a Product specific termination pursuant to Section 11.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that that, during the term of this Agreement and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 4, 7 or 11 hereof).

Nondisclosure of Confidential Information. All Information For all purposes hereunder, “Confidential Information” will mean all information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunderAgreement. Subject to Section 10.6A Party’s information, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Productsincluding pre-clinical and clinical data, shall be “considered that Party’s Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during During the term of this Agreement and for a period of [****]* five (5) years thereafter, a Party receiving such item of Confidential Information of the other Party shall: will (a) maintain in confidence such item of Confidential Information and not to disclose such item of Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned)disclosing Party, except for disclosures made in confidence that each Party shall have the right to any Third Party under terms consistent with this Agreement disclose the other Party’s Confidential Information to its employees, directors, stakeholders, agents, as well as potential or actual investors, licensees, sublicensees, collaborators and made in furtherance of this Agreement or of rights granted acquirors, on an as needed basis, so long as such parties are subject to a Party hereundernondisclosure obligations relating to the Confidential Information that are at least as restrictive as the nondisclosure obligations set forth herein; and (b) not use such the other Party’s Confidential Information for any purpose except those permitted by this Agreement (Agreement, including without limitation to practice the rights granted to it being hereunder. *** Certain information on this page has been omitted and filed separately with the SECINDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Nondisclosure of Confidential Information. For the purpose of this Article 11, unless otherwise set forth herein, EXEL and EPC shall be deemed collectively as one (1) “Party” and shall be referred to as “Exelixis.” All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.611.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Collaboration Compounds or ProductsProducts (for so long as such Collaboration Compound or Product is not removed from the Collaboration), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted [*] = Certain confidential information contained in this document, marked by this Agreement (it being * Certain information on this page brackets, has been omitted and filed separately with the SECSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. permitted by this Agreement (it being understood that this Section 10.1 11.1 shall not create or imply any rights or licenses not expressly granted under Article 7 8 hereof).

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” Agreement, including disclosure by either Party to the other of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of any results and data resulting from the Collaboration pursuant or disclosure by BMS to this Agreement with respect Exelixis of BMS’ activities relating to Licensed Antibodies or ProductsCollaboration Compounds during the BMS Independent Activity Period, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****[ * ]* thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 9.1 shall not create or imply any rights or licenses not expressly granted under Article 7 5 hereof). Notwithstanding anything to the contrary in this Section 9.1, [ * ]. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Nondisclosure of Confidential Information. For the purpose of this Article 9, unless otherwise set forth herein, EXEL and EPC shall be deemed collectively as one (1) “Party” and shall be referred to as “Exelixis.” All Information or Materials disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.69.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Compounds or ProductsProducts (for so long as such Licensed Compound or Product is not removed from the Agreement as a result of a Product specific termination pursuant to Section 10.2 or Section 10.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the period from the Execution Date to the Original Effective Date, during term of this Agreement and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 9.1 shall not create or imply any rights or licenses not expressly granted under Article 7 6 or Article 10 hereof).

Nondisclosure of Confidential Information. All Information disclosed by one Party to Each party (the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6"Recipient Party") acknowledges that it may , Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term as a result of this Agreement and for a period of [****]* thereafteror otherwise, a Party receiving be given access to Confidential Information of the other party (the "Disclosing Party"). The Recipient Party shall: agrees that at all times during and after the term of this Agreement, it shall (ai) maintain in confidence such not directly or indirectly disclose to others any Confidential Information of the Disclosing Party, (ii) not directly or indirectly use any Confidential Information of the Disclosing Party other than as contemplated by this Agreement and (iii) exercise diligent precautions to safeguard and protect the confidentiality and integrity of the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient Party shall have the right to make disclosures of the Confidential Information on a strict "need to know" basis to (i) its advisors and employees; provided, however, that the Recipient Party will inform such advisor or employee of the confidential nature of the disclosures and that such advisor or employee must abide by the terms of this Agreement and not to disclose such the Confidential Information to any Third Party without other person, and (ii) with the Disclosing Party's prior written consent of the other Party approval (such consent to which shall not be unreasonably withheld, delayed withheld or conditioneddelayed), except the Recipient Party's suppliers and contractors to whom such disclosure is necessary for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance there performance of this Agreement Agreement; provided, however, that the Recipient Party shall first obtain from each supplier or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested contractor confidentiality agreements with respect to the omitted portions. understood that this Section 10.1 Confidential Information in the form and substance reasonably satisfactory to the Disclosing Party, and the Recipient Party shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)promptly deliver copies of all such confidentiality agreements to the Disclosing Party.

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****]* seven (7) years thereafter, a Party receiving Confidential Information of the other Party shall: will (a) use commercially reasonable efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned)Party, except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; , and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 subsection (b) shall not create or imply any rights or licenses not expressly granted under Article 7 hereof2). In any event, the Parties agree to take all reasonable action to avoid disclosure of Confidential Information except as permitted hereunder.

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Collaboration Compounds or ProductsProducts (for so long as such Collaboration Compound or Product is not removed from the Collaboration as a result of a Product specific termination pursuant to Section 11.2 or Section 11.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the period from the Execution Date to the Effective Date, during term of this Agreement and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 or Article 11 hereof).

Nondisclosure of Confidential Information. All Subject to Section 9.2, all Information disclosed by one each Party to the other Party pursuant to this Agreement, and, subject to Section 9.7, Know-How that is generated pursuant to this Agreement with respect to Licensed Products, shall be treated as “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance The terms of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall will be “the Confidential Information” Information of both Parties for all purposes hereunderParties. The Parties agree that during the term of this Agreement period from the Effective Date through the Term, and for a period of [...****]* ...] thereafter, a Party receiving Confidential Information of the other Party shall: (a) maintain in confidence such Confidential Information (using at least the same level of efforts as such Party uses to maintain in confidence its own proprietary information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed delayed, or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderAgreement; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall 9.1 will not create or imply any rights or licenses not expressly granted under Article 7 hereof2, and it is also understood that, upon termination of this Agreement, a Party’s right to use the Confidential Information of the other Party will cease).

Nondisclosure of Confidential Information. All Information or Materials disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.69.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Compounds or ProductsProducts (for so long as such Licensed Compound or Product is not removed from the Agreement as a result of a Product specific termination pursuant to Section 10.2 or Section 10.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the period from the Execution Date to the Effective Date, during term of this Agreement and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 9.1 shall not create or imply any rights or licenses not expressly granted under Article 7 6 or Article 10 hereof).

Nondisclosure of Confidential Information. All Unless otherwise expressly provided in this Agreement, all Information and Know-How disclosed by one Party to the other Party pursuant to this Agreement that is marked or otherwise identified at the time of disclosure as “confidential” or “proprietary” shall be “Confidential Information” of the disclosing Party. Confidential Information also includes all Information and Know-How developed by either Party for in carrying out this Agreement and disclosed (a) to the other Party, (b) disclosed in discussions or (c) learned by a Party from the other hereunder through observation. Confidential Information also includes all purposes hereunder. Subject Information and Know-How disclosed by either Party under the Prior Collaboration to Section 10.6the extent that such Information disclosed under the Prior Collaboration relates to a Collaboration Compound (“Prior Collaboration Confidential Information”), Information that is generated in furtherance which Prior Collaboration shall be superseded by the signing of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “the Prior Collaboration Confidential Information” of both Parties for all purposes hereunder, in accordance with Section 15.1. The Parties agree that during the term of this Agreement Term, and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shallwill: (ai) maintain in confidence such Confidential Information to the same extent such Party maintains its own proprietary information of similar kind and value; (ii) not disclose [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to disclose Rule 24b-2 of the Securities and Exchange Act of 1934, as amended. such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned)disclosing Party, except for disclosures made in confidence to any Third Party under terms consistent in accordance with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderSection 9.3(b); and (biii) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on or for the purpose of exercising such Party’s rights and performing such Party’s obligations under this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)Agreement.

Nondisclosure of Confidential Information. All Subject to Section 9.2, all Information and Materials disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.69.7, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Compounds or Licensed Antibodies Products (for so long as such Compound or ProductsLicensed Product is not removed from the Agreement as a result of a Licensed Product specific termination pursuant to Section 10.2), shall will be “Confidential Information” of both Parties for all purposes hereunder. The terms of this Agreement will be considered Confidential Information of both Parties. The Parties agree that during the term of this Agreement period from the Effective Date through the Term, and for a period of [***] ([***]* ) years thereafter, a Party receiving Confidential Information of the other Party shallwill: (a) use Commercially Reasonable Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunderAgreement; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall 9.1 will not create or imply any rights or licenses not expressly granted under Article 7 hereof6, and it is also understood that, upon termination of this Agreement, a Party’s right to use the Confidential Information of the other Party will cease).

Nondisclosure of Confidential Information. For the purpose of this Article 10, unless otherwise set forth herein, EXEL and EPC shall be deemed collectively as one (1) “Party” and shall be referred to as “Exelixis.” All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Collaboration Compounds or ProductsProducts (for so long as such Collaboration Compound or Product is not removed from the Collaboration as a result of a Product specific termination pursuant to Section 11.2 or Section 11.3), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the period from the Execution Date to the Original Effective Date, during term of this Agreement and for a period of [****]* ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent not to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 or Article 11 hereof).

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject Agreement, and, subject to Section 10.611.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies Collaboration Compounds or ProductsProducts (for so long as such Collaboration Compound or Product is not removed from the Collaboration), shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****][ * ] thereafter, a Party receiving Confidential Information of the other Party shall: (a) use Diligent Efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned), except for disclosures made in confidence to any Third Party under terms consistent with this Agreement and made in furtherance of this Agreement or of rights granted to a Party hereunder; and (b) not use such other Party’s Confidential Information for any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 11.1 shall not create or imply any rights or licenses not expressly granted under Article 7 8 hereof). [ * ] = 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 24B-2 of the Securities Exchange Act of 1934, as amended.

Nondisclosure of Confidential Information. All Information disclosed by one Party to the other Party pursuant to this Amended and Restated Agreement shall be “Confidential Information” of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****][ * thereafter] after the end of the Research Term or [ * ] after receipt of such Confidential Information (whichever period is longer), a Party receiving Confidential Information of the other Party shall: will (ai) use commercially reasonable efforts to maintain in confidence such Confidential Information (but not less than those efforts as such Party uses to maintain in confidence its own proprietary industrial information of similar kind and value) and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (such consent to not be unreasonably withheld, delayed or conditioned)Party, except for disclosures made in confidence to any Third Party under terms consistent with this Amended and Restated Agreement and made in furtherance of this Amended and Restated Agreement or of rights granted to a Party hereunder; , and (bii) not use such other Party’s Confidential Information for any purpose except those permitted by this Amended and Restated Agreement (it being * Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. understood that this Section 10.1 subsection (ii) shall not create or imply any rights or licenses not expressly granted under Article 7 5 hereof).

Nondisclosure of Confidential Information. All (a) The Company and Third Party each agree not to use any Confidential Information disclosed to it by one Party to the other Party pursuant party for its own use or for any purpose other than to this Agreement carry out discussions concerning, and the undertaking of, the Relationship. Neither party shall be “Confidential Information” disclose or permit disclosure of the disclosing Party for all purposes hereunder. Subject to Section 10.6, Information that is generated in furtherance of the Collaboration pursuant to this Agreement with respect to Licensed Antibodies or Products, shall be “Confidential Information” of both Parties for all purposes hereunder. The Parties agree that during the term of this Agreement and for a period of [****]* thereafter, a Party receiving any Confidential Information of the other Party shall: party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship and who are bound by confidentiality agreements (a) maintain in confidence such “Representatives”). Each party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information and not to disclose such Confidential Information to any Third Party without prior written consent of the other Party (party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such consent to information. Such measures shall include, but not be unreasonably withheldlimited to, delayed or conditioned)the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, except which shall be no less than reasonable care. Each party agrees to be responsible for disclosures made in confidence to any Third Party under enforcing the terms consistent with this Agreement and made in furtherance of this Agreement or as to its Representatives and to be liable for any disclosure of rights granted to a Party hereunder; and (b) not use such other Party’s the Confidential Information for by any purpose except those permitted by this Agreement (it being * Certain information on this page has been omitted and filed separately with of its respective Representatives. Each party agrees to notify the SEC. other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential treatment has been requested with respect Information of the disclosing party which may come to the omitted portions. understood that this Section 10.1 shall not create or imply any rights or licenses not expressly granted under Article 7 hereof)receiving party’s attention.