Common use of Obligations of Confidentiality and Non-Use Clause in Contracts

Obligations of Confidentiality and Non-Use. (a) Each Party agrees that the Party receiving or otherwise possessing Confidential Information (the “receiving Party”) from the other Party (the “disclosing Party”), pursuant to this Agreement shall, and shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and not publish or otherwise disclose, and take all reasonable steps to prevent disclosure of, such Confidential Information and not use such Confidential Information except for the limited purposes set forth in this Agreement. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the disclosing Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby without the prior approval of the other Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) to the extent required by any Applicable Laws, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) to the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b). (c) Novartis, hereby releases, on behalf of Novartis and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion of the Confidential Information included in the Purchased Assets under any confidentiality agreement with or policy of any Seller covering such Confidential Information.

Obligations of Confidentiality and Non-Use. (a) Each Party agrees that the Party receiving Confidential Information from the other Party, or otherwise possessing Confidential Information (the “receiving Party”) from of the other Party (the “disclosing Party”), pursuant to this Agreement shall, and shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and shall not publish or otherwise disclose, and will take all reasonable steps to prevent disclosure of, such Confidential Information and will not use such Confidential Information except for the limited purposes set forth in this Agreement. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the disclosing other Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby thereby without the prior approval of the other Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) to the extent required by any Applicable LawsLegal Requirement, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) to the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b4.2(b). (c) Novartis, Seller hereby releases, on behalf of Novartis Seller and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion of the Confidential Information included in the Purchased Assets under any confidentiality agreement with or policy of any Seller covering such Confidential Information. From and after the Closing, the foregoing release shall also apply to any future officers, directors, employees and consultants of Buyer and its Affiliates formerly employed or engaged by Seller or its Affiliates who are engaged from time to time in compliance with Section 4.5 of this Agreement.

Obligations of Confidentiality and Non-Use. (a) Each Receiving Party agrees that the Party receiving or otherwise possessing Confidential Information (the “receiving Party”) from the other Party (the “disclosing Party”), pursuant to this Agreement shall, and it shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and shall not publish or otherwise disclose, and will take all reasonable steps to prevent disclosure of, such Confidential Information of the Disclosing Party and will not use such any Confidential Information of the Disclosing Party except for to the limited purposes set forth extent permitted by this Agreement in this Agreementconnection with the performance of its obligations or exercise of its rights hereunder or otherwise agreed to in writing. Improvements shall be deemed Confidential Information of Catalyst. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, Applicable Laws or by any rule or regulation of any court court, stock exchanges or regulatory authority other Governmental Authority with competent jurisdiction; provided that the disclosing Receiving Party shall be notified notify the Disclosing Party as soon as reasonably possible and whenever legally permissible and the receiving Receiving Party shall, if requested by the disclosing Disclosing Party, use reasonable good faith efforts efforts, at the expense of the Disclosing Party, to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For , and the avoidance of doubt, from and after the Closing Receiving Party shall furnish only that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shall, directly which it is advised by counsel is legally required whether or indirectly, issue any press release not a protective order or other public statement relating similar order is obtained by the Disclosing Party. In addition, (a) the obligations of confidentiality set forth herein shall not be construed to prevent use or disclosure of, or reference to, such information as reasonably necessary to enforce the terms of this Agreement (whether in court, arbitration or otherwise), provided that the transactions contemplated hereby without Party shall use reasonable good faith efforts to obtain confidential treatment in connection with any such disclosure of the prior approval Confidential Information of the other Party, and (b) either Party may disclose the Confidential Information of the other Party as reasonably necessary, under reasonable and customary written obligations of confidentiality, to actual or potential investors, acquirers (which shall not be unreasonably delayed, conditioned of the company or withheldof assets related to this Agreement), except (i) permitted sublicensees, contractors and others on a need to the extent required by any Applicable Lawsknow basis, (iic) a Receiving Party may use and disclose the Confidential Information of the Disclosing Party as reasonably necessary to obtain or maintain any requisite consents Regulatory Approval and approvals contemplated by to conduct Development and Commercialization activities, including to conduct non-clinical studies and clinical trials and for pricing approvals, provided, that such activities are otherwise consistent with the Receiving Party’s rights and obligations under this Agreement, or (iii) to Agreement and that the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Receiving Party shall be permitted take all reasonable steps to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b). (c) Novartis, hereby releases, on behalf of Novartis and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion limit disclosure of the Confidential Information included in outside such regulatory agency and to otherwise maintain the Purchased Assets under any confidentiality agreement with or policy of any Seller covering such the Confidential Information.

Obligations of Confidentiality and Non-Use. (a) Each Receiving Party agrees that the Party receiving or otherwise possessing Confidential Information (the “receiving Party”) from the other Party (the “disclosing Party”), pursuant to this Agreement shall, and it shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and shall not publish or otherwise disclose, and will take all reasonable steps to prevent disclosure of, such Confidential Information of the Disclosing Party and will not use such any Confidential Information of the Disclosing Party except for to the limited purposes set forth extent permitted by this Agreement in this Agreementconnection with the performance of its obligations or exercise of its rights hereunder or otherwise agreed to in writing. Joint Inventions shall be deemed Confidential Information of both Parties. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, Applicable Laws or by any rule or regulation of any court court, stock exchanges or regulatory authority other Governmental Authority with competent jurisdiction; provided that the disclosing Receiving Party shall be notified notify the Disclosing Party as soon as reasonably possible and whenever legally permissible and the receiving Receiving Party shall, if requested by the disclosing Disclosing Party, use reasonable good faith efforts efforts, at the expense of the Disclosing Party, to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For , and the avoidance of doubt, from and after the Closing Receiving Party shall furnish only that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shall, directly which it is advised by counsel is legally required whether or indirectly, issue any press release not a protective order or other public statement relating similar order is obtained by the Disclosing Party. In addition, (a) the obligations of confidentiality set forth herein shall not be construed to prevent use or disclosure of, or reference to, such information as reasonably necessary to enforce the terms of this Agreement (whether in court, arbitration or otherwise), provided that the transactions contemplated hereby without Party shall use reasonable good faith efforts to obtain confidential treatment in connection with any such disclosure of the prior approval Confidential Information of the other Party, and (b) either Party may disclose the Confidential Information of the other Party as reasonably necessary, under reasonable and customary written obligations of confidentiality, to actual or potential investors, acquirers (which shall not be unreasonably delayed, conditioned of the company or withheldof assets related to this Agreement), except (i) permitted Sublicensees, contractors and others on a need to the extent required by any Applicable Lawsknow basis, (iic) a Receiving Party may use and disclose the Confidential Information of the Disclosing Party as reasonably necessary to obtain or maintain any requisite consents Regulatory Approval and approvals contemplated by to conduct Development and Commercialization activities, including to conduct non-clinical studies and clinical trials and for pricing approvals, provided, that such activities are otherwise consistent with the Receiving Party’s rights and obligations under this Agreement, or (iii) to Agreement and that the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Receiving Party shall be permitted take all reasonable steps to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b). (c) Novartis, hereby releases, on behalf of Novartis and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion limit disclosure of the Confidential Information included in outside such regulatory agency and to otherwise maintain the Purchased Assets under any confidentiality agreement with or policy of any Seller covering such the Confidential Information.

Obligations of Confidentiality and Non-Use. (a) Each Party agrees that Except to the Party receiving extent expressly authorized by this Agreement or otherwise possessing agreed by the Parties in writing, during the Term and for a period of [**] following termination or expiration thereof (provided that, with respect to any such Confidential Information (the “receiving Party”) from which constitutes a trade secret of such Party under Applicable Law and is specifically identified by such Party as a trade secret to the other Party (in writing during the “disclosing Party”Term, such obligations shall continue for as long as such Confidential Information remains a trade secret under Applicable Law), pursuant each Party will be obligated to this Agreement shall, and shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and not publish or otherwise disclosedisclose to a Third Party, and take all reasonable steps not to prevent disclosure of, such Confidential Information and not use such Confidential Information except for the limited purposes set forth in this Agreement. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the disclosing Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shalluse, directly or indirectly, issue for any press release purpose, any of the other Party’s Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other public statement relating Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the transactions contemplated hereby without performance of such Party’s obligations, or the prior approval exercise of such Party’s rights under, this Agreement. The confidentiality and non-use obligations with respect to the Disclosing Party’s Confidential Information in this Agreement will not include any information (and such information will not be considered Confidential Information) that the Receiving Party can show by competent written evidence: (a) is or becomes part of the other Party (which shall not be unreasonably delayed, conditioned public domain or withheld), except (i) available to the extent required public through no wrongful act, fault or negligence on the part of the Receiving Party; (b) was in the Receiving Party’s possession prior to initial disclosure by any Applicable Laws, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) the Disclosing Party to the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b).Receiving Party; (c) Novartis, hereby releases, on behalf is subsequently lawfully received by the Receiving Party from a Third Party who is not bound by any obligation of Novartis and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have confidentiality to the Disclosing Party with respect to that portion such information; (d) has been published by a Third Party or otherwise enters the public domain or becomes available to the public through no fault of the Confidential Information included Receiving Party in breach of its contractual obligations to the Purchased Assets Disclosing Party under any confidentiality agreement with this Agreement; or (e) was independently developed (outside the scope of this Agreement) by or policy for the Receiving Party without reference to or use of any Seller covering such the Disclosing Party’s Confidential Information.

Obligations of Confidentiality and Non-Use. The receiving Party agrees that any Confidential Information furnished to the receiving Party or its Representatives will be kept strictly (a) Each the receiving Party agrees that shall exercise all reasonable efforts to prevent third parties from gaining access to Confidential Information; (b) the receiving Party receiving or otherwise possessing shall disclose Confidential Information (the “receiving Party”) from the other Party (the “disclosing Party”), pursuant only to this Agreement shall, and shall cause such of its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and not publish or otherwise disclose, and take all reasonable steps Representatives who need to prevent disclosure of, know such Confidential Information and not use such Confidential Information except for Information; (c) prior to any disclosure, the limited purposes set forth in this Agreement. No provision of this Agreement receiving Party shall be construed to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound bind all Representatives to the terms of in this Section 5.2 NDA to the same extent as if they were parties heretoparties; and (iid) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) the receiving Party shall advise its Representatives to the extent required to whom Confidential Information shall be disclosed by applicable statuteof the confidential nature of the Confidential Information. The receiving Party shall be responsible for all actions of its Representatives, rule or regulation including, without limitation, any breach of any court or regulatory authority with competent jurisdiction; provided that the terms of this NDA, and the disclosing Party shall be notified entitled to directly enforce such agreements. The receiving Party will not be permitted to disregard its obligations under this Agreement by using the Confidential Information as soon as reasonably possible a guide to search general publications or other publicly available materials or by selecting a series of items of knowledge from unconnected sources in the public domain and fitting them together through the use of the Confidential Information. Receiving Party shall notify the disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by receiving Party or its Representatives; or, (2) any actions by receiving Party or its Representatives inconsistent with their respective obligations under this NDA. Receiving Party shall cooperate with any and all efforts of the disclosing Party to help the disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. If the receiving Party shallis compelled by law to disclose Confidential Information, if requested it shall promptly notify the disclosing Party in writing. The receiving Party agrees that it shall not oppose and shall cooperate with efforts by the disclosing Party, use reasonable good faith efforts Party with respect to assist in seeking any such request for a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion of the Confidential Information included in the Purchased Assets shall be deemed to constitute Confidential Information of Buyer. (b) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby without the prior approval of the other Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) to the extent required by any Applicable Laws, (ii) as reasonably necessary to obtain any requisite consents and approvals contemplated by this Agreement, or (iii) to the extent necessary for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b)relief. (c) Novartis, hereby releases, on behalf of Novartis and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion of the Confidential Information included in the Purchased Assets under any confidentiality agreement with or policy of any Seller covering such Confidential Information.

Obligations of Confidentiality and Non-Use. For a period of six (a6) Each Party agrees that years commencing on the Party receiving or otherwise possessing Confidential Information Closing Date (the “receiving Term”): (i) Each Disclosing Party may disclose to each Receiving Party such Confidential Information as such Disclosing Party deems necessary and desirable in connection with the Transaction Documents and the transactions between the Company and the Purchaser contemplated hereby and thereby; provided, however, that (x) no Prior Consent Information will be disclosed by any Disclosing Party to any Receiving Party without the prior written consent of such Receiving Party”, and (y) from any Prior Consent Information disclosed in violation of the other foregoing clause (x) will not be deemed to be Confidential Information hereunder. For clarity, Purchaser shall be deemed to have consented to receive any Prior Consent Information included in the materials provided by the Company pursuant to Section 4.7 and Section 4.14 of this Agreement or as expressly contemplated under the ROFN. (ii) Except as otherwise permitted pursuant to the Transaction Documents, all Confidential Information of a Disclosing Party must be maintained in confidence by the Receiving Party, must not be disclosed to any third party, and must be protected with the same degree of care the Receiving Party normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. (iii) Except as otherwise expressly provided in this Section 4.17, pursuant to the Transaction Documents, Confidential Information of a Disclosing Party may be disclosed by a Receiving Party only to Representatives of the Receiving Party having a reasonable need to receive such Confidential Information for the purposes of the Receiving Party exercising its rights or performing its obligations in accordance with the Transaction Documents or the transactions between the Company and the Purchaser contemplated hereby and thereby (the “disclosing PartyPermitted Purposes”), pursuant provided that each such recipient is bound by confidentiality and non-use obligations substantially similar to those undertaken by the Receiving Party under this Agreement shall, and shall cause its employees, directors, officers, contractors, consultants, service providers and other representatives to, keep confidential and Agreement. (iv) The Receiving Party must not publish use or otherwise disclose, and take all reasonable steps to prevent disclosure of, such disclose any Confidential Information and of the Disclosing Party for any purpose other than the Permitted Purposes. (v) The Receiving Party must not use such Confidential Information except for the limited purposes set forth in this Agreement. No provision of this Agreement shall be construed copy, reproduce, or reduce to preclude disclosure of Confidential Information (i) to actual or potential sources of financing; provided that such sources are bound to the terms of this Section 5.2 to the same extent as if they were parties hereto; (ii) in connection with disclosure obligations that arise in connection with an initial public offering; or (iii) to the extent required to be disclosed by applicable statute, rule or regulation of writing any court or regulatory authority with competent jurisdiction; provided that the disclosing Party shall be notified as soon as reasonably possible and the receiving Party shall, if requested by the disclosing Party, use reasonable good faith efforts to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. For the avoidance of doubt, from and after the Closing that portion part of the Confidential Information included in of the Purchased Assets shall be deemed to constitute Confidential Information of BuyerDisclosing Party, except as is reasonably necessary for the Permitted Purposes. (bvi) Neither Party shall, directly or indirectly, issue any press release or other public statement relating to the terms of this Agreement or the transactions contemplated hereby without the prior approval Upon expiration of the other Term, the Receiving Party (which shall not be unreasonably delayed, conditioned or withheld), except (i) must cease to use the extent required by any Applicable LawsConfidential Information, and (ii) as reasonably necessary within sixty (60) days after the date of a written notice by the Disclosing Party, must use all reasonable efforts to obtain any requisite consents and approvals contemplated by this Agreementdestroy all copies thereof then in its possession or control; except that, or the Receiving Party (iiix) may retain access to the extent necessary Confidential Information, for a Party to comply with its obligations hereunder. Notwithstanding anything to the contrary in purpose of establishing the foregoing, each Party shall be permitted to make such releases or public announcements or communications to the extent consistent with previous disclosures made in accordance with this Section 5.2(b). (c) Novartis, hereby releases, on behalf of Novartis scope and its Affiliates, Buyer and its officers, directors, employees and consultants from all obligations they may have with respect to that portion contents of the Confidential Information included in documents received under the Purchased Assets under Transaction Documents and for the purpose of providing legal advice with regard to compliance with the Transaction Documents, and (y) will not be required to destroy any confidentiality agreement with computer files stored securely by it that are created during automatic system back-up or policy of any Seller covering such Confidential Informationthat are kept for regulatory purposes or that are otherwise impracticable to destroy.