Common use of Obligation Clause in Contracts

Obligation. The Parties agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties agree Each Receiving Party agrees that they will it shall disclose the other Disclosing Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTXFBIO, its Sublicensees’) officers, employees, consultants consultants, representatives and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible and consistent with such responsibilities and rights hereunder. In addition, Receiving Party may disclose Confidential Information as follows (a) on a need-to-know basis to such party’s legal and financial advisors; (b) as reasonably necessary in connection with an actual or potential (i) permitted Sublicense of such Party’s rights hereunder, (ii) debt or equity financing of the Receiving Party, or (iii) acquisition, consolidation, share exchange or other similar transaction involving the Receiving Party and any Third Party; (c) to the extent the Receiving Party is FBIO, to any Third Party that is or may be engaged by FBIO to perform services in connection with the Development, Manufacture or Commercialization of License Products as necessary to enable such Third Party to perform such services; and (d) as reasonably necessary to make regulatory filings with respect to the Licensed Products or to respond to any inquiry made by a Regulatory Authority with respect to Licensed Products and to prosecute or maintain patent rights, or to file, prosecute or defend litigation related to patent rights. Except as set forth in the foregoing sentence, no the Receiving Party shall not disclose Confidential Information of the other Disclosing Party to any Third Party without the otherDisclosing Party’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Receiving Party shall use Confidential Information of the other Disclosing Party except as expressly allowed by and for the purposes of this Agreement. Each Receiving Party shall take such action to preserve the confidentiality of each otherthe Disclosing Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Receiving Party, upon the otherDisclosing Party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Receiving Party pursuant to this Agreement, including all copies and extracts of documents, within 60 sixty (60) days after the request, except for one archival copy (and such electronic copies that exist as part of the Receiving Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and TGTX agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and Seelos agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTXSeelos, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VIIVIII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except to carry out its responsibilities and exercise its rights under and otherwise as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its discloseesdiscloses) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information ({but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.,

Obligation. The Parties CyDex and Hospira agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its SublicenseesAffiliates’) own officers, employees, consultants and agents only if and to the extent reasonably necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent reasonably possible consistent with such responsibilities and rights. Except as set forth provided in the foregoing previous sentence, no Party neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all Any disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than substantially similar to the requirements of this Article VIISection 7. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties ACT and Company agree that they will may disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants consultants, attorneys, accountants, bankers, Contract Manufacturers, lenders and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement Agreement, or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party person or entity without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate persons or Sublicensee) entities shall also be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VIISection 7 (or, in the case of attorneys, to a duty and obligation of nondisclosure/nonuse pursuant to the applicable rules of the profession). The Party which disclosed Confidential Information of the other to any such team member or Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such team member or Third Party, Affiliate Party or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall promptly return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including without limitation all copies and documents in its possession or control which constitute copies, embodiments, reflections, analyses or extracts of documents, within 60 days after the requestsuch Confidential Information, except for (a) one archival copy (and such electronic copies that exist as part of the Receiving Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this AgreementAgreement and (b) any archival copy that the Receiving Party determines, acting reasonably, is necessary or required by applicable law or regulations or to support regulatory, safety, quality, or compliance matters.

Obligation. The Parties CyDex and Sxxx agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its discloseesdiscloses) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information ({but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.,

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or any termination of this Agreementthe Evaluation Period, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and TGTX agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 * ( * ) days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Company agree that they will disclose the other Partyparty’s Confidential Information to its own (or its respective Affiliate100% stockholder’s, or with respect to TGTXCompany, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Partyparty, upon the other’s request, shall return or destroy (at Disclosing Partydisclosing party’s discretion) all the Confidential Information disclosed to the other Party party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after [***] of the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement[***].

Obligation. The Parties CyDex and Hospira agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its SublicenseesAffiliates’) own officers, employees, consultants and agents only if and to the extent reasonably necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent reasonably possible consistent with such responsibilities and rights. Except as set forth provided in the foregoing previous sentence, no Party neither party shall disclose Confidential Information of the other to *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. any Third Party without the other’s prior written consent. In all events, however, any and all Any disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than substantially similar to the requirements of this Article VIISection 7. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.. ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406

Obligation. The Parties CyDex and Sage agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties agree Each Receiving Party covenants and agrees that they during the term of this Agreement and for a period of [***] thereafter: 6.1.1. It will disclose the other Party’s hold all Confidential Information of the Disclosing Party in trust and in the strictest confidence and protect it in accordance with a standard of care that shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care. 6.1.2. It will not use any Confidential Information of the Disclosing Party or of any third party provided by the Disclosing Party for any purpose other than the sole purpose of performing its obligations or exercising its rights under this Agreement. 6.1.3. It will not disclose, or permit any unauthorized person access to, any Confidential Information of the Disclosing Party or of any third party provided by the Disclosing Party for any purpose other than the sole purpose of performing its obligations or exercising its rights under this Agreement. Existing confidentiality notices or designations will be reproduced on all copies of any Confidential Information exchanged between the Parties or disclosed hereunder. For clarity, Humacyte shall not have the right to utilize or disclose any Confidential Information or proprietary manufacturing processes of Supplier in connection with its internal manufacture of Product or utilization of any other source of Product from a third party. 6.1.4. It will only disclose Confidential Information of the Disclosing Party or of any third party provided by the Disclosing Party to its own (or its respective Affiliate’sdirectors, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and (“Representatives”) who (a) have a need to know the extent necessary to carry out their respective responsibilities under this Agreement Confidential Information in connection with performance of the Receiving Party’s obligations or in accordance with the exercise of their its rights under this Agreement, and (b) are informed, directed and obligated by the Receiving Party to treat such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of in accordance with the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes obligations of this Agreement. Each Receiving Party shall take such action to preserve the confidentiality be liable for any breach of each other’s Confidential Information as it would customarily take to preserve the confidentiality an obligation hereunder by any of its own Representatives. 6.1.5. All Confidential Information (but in no event less than a reasonable standard Information, including all tangible embodiments, copies, reproductions and summaries thereof, and any other information and materials provided by the Disclosing Party to the Receiving Party shall remain the sole and exclusive property of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party. 6.1.6. It shall immediately report to the Disclosing Party any attempt by the Receiving Party’s discretion) all employees or any other person of which the Receiving Party has knowledge to use or disclose any portion of the Confidential Information without authorization from the Disclosing Party, and shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. 6.1.7. It will not reverse engineer any technology disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Receiving Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and Omthera agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTXOmthera, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 [***] days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sxxx agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.