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

Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy of Confidential Information solely for purposes of ensuring compliance with this Agreement.

Obligations of Confidentiality and Non-Use. Each Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Agreement Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Agreement Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast Affitech agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy the Confidential Information of the other Party, whether in written, graphic, electronic or other † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION tangible form, upon written request, provided, however, that legal counsel for each Party may retain an archival copy of Confidential Information solely for purposes of ensuring compliance with this Agreement.

Obligations of Confidentiality and Non-Use. Each The Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy receiving the Confidential Information of the other Party (“Receiving Party”) agrees to hold in confidence all Confidential Information and, except as permitted under this Agreement, not to use any Confidential Information or disclose or make any Confidential Information available to any third Parties without the written permission of the Party disclosing the Confidential Information (“Disclosing Party”). Notwithstanding the foregoing, the Optime may disclose or make Corcept’s Confidential Information available to Optime’s employees who are bound by written obligations of confidentiality and non-use at least as restrictive as the obligations in this Agreement to the extent necessary to perform the Services. The Receiving Party shall ensure that all of its directors, officers, employees, affiliates, consultants, agents or subcontractors (“Representatives”) who receive the Disclosing Party’s Confidential Information comply with the terms of this Article 9, and the Receiving Party shall be liable to the Disclosing Party for any failure of its Representatives to so comply. The obligations of confidentiality and non-use contained in this Article 9 shall not apply with respect to any of the Disclosing Party’s Confidential Information that the Receiving Party can demonstrate by competent written proof: (a) was in the public domain at the time it was disclosed by the Disclosing Party to the Receiving Party or has entered the public domain through no fault of the Receiving Party or its Representatives; (b) was known to the Receiving Party, whether in writtenwithout restriction, graphicat the time of disclosure by the Disclosing Party to the Receiving Party; (c) was or is independently developed by or for the Receiving Party without any use of Disclosing Party’s Confidential Information; or (d) becomes known to the Receiving Party, electronic or without restriction, from a source other tangible form, upon written request, provided, however, that legal counsel for each than the Disclosing Party may retain an archival copy without breach of Confidential Information solely for purposes of ensuring compliance with this AgreementAgreement by the Receiving Party.

Obligations of Confidentiality and Non-Use. Each Receiving Party agrees that it shall keep confidential and shall not publish or otherwise disclose, and will take all reasonable steps to prevent disclosure of, Confidential Information of the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for to the purposes extent permitted by this Agreement in connection with the performance of performing under this Agreement, unless its obligations or exercise of its rights hereunder or otherwise agreed by the Parties to in writing. Each Recipient agrees not to disclose any Joint Inventions shall be deemed Confidential Information of both Parties. No provision of this Agreement shall be construed to preclude disclosure of Confidential Information to the extent required to be disclosed by Applicable Laws or by any rule or regulation of any court, stock exchanges or other Governmental Authority with competent jurisdiction; provided that the Receiving Party shall notify the Disclosing Party to others (except to Recipient’s employeesas soon as reasonably possible and whenever legally permissible and the Receiving Party shall, consultantsif requested by the Disclosing Party, professional advisorsuse reasonable good faith efforts, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve at the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent expense of the Disclosing Party. North Coast agrees that , to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure, and the Records and MaterialsReceiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required whether or not a protective order or other similar order is obtained by the Disclosing Party. In addition, which are included in Omeros’ Confidential Information, these (a) the obligations of non-use and confidentiality set forth herein shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures not be construed to prevent unauthorized use or disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, lossof, or use of Confidential Information of reference to, such information as reasonably necessary to enforce the Disclosing Party in violation terms of this Agreement as soon as practicable. Each (whether in court, arbitration or otherwise), provided that the Party agrees shall use reasonable good faith efforts to return or destroy obtain confidential treatment in connection with any such disclosure of the Confidential Information of the other Party, whether in writtenand (b) either Party may disclose the Confidential Information of the other Party as reasonably necessary, graphicunder reasonable and customary written obligations of confidentiality, electronic to actual or other tangible formpotential investors, upon written requestacquirers (of the company or of assets related to this Agreement), permitted Sublicensees, contractors and others on a need to know basis, (c) a Receiving Party may use and disclose the Confidential Information of the Disclosing Party as reasonably necessary to obtain or maintain any Regulatory Approval and to conduct Development and Commercialization activities, including to conduct non-clinical studies and clinical trials and for pricing approvals, provided, however, that legal counsel for each such activities are otherwise consistent with the Receiving Party’s rights and obligations under this Agreement and that the Receiving Party may retain an archival copy shall take all reasonable steps to limit disclosure of the Confidential Information solely for purposes outside such regulatory agency and to otherwise maintain the confidentiality of ensuring compliance with this Agreementthe Confidential Information.

Obligations of Confidentiality and Non-Use. Each The Party agrees that the Disclosing Party has and shall retain sole and exclusive rights of ownership of all Confidential Information disclosed or owned by such Party. Each Recipient agrees that during the Term of this Agreement and for [†] thereafter it will not use any Confidential Information of the Disclosing Party except for the purposes of performing under this Agreement, unless otherwise agreed by the Parties in writing. Each Recipient agrees not to disclose any Confidential Information of the Disclosing Party to others (except to Recipient’s employees, consultants, professional advisors, agents and Affiliates who reasonably require disclosure of such Confidential Information to achieve the purposes of this Agreement and who are bound to the Recipient by like obligations as to confidentiality and non-use no less stringent than those set forth herein) during the Term of this Agreement and for [†] thereafter without the prior written consent of the Disclosing Party. North Coast agrees that with respect to the Records and Materials, which are included in Omeros’ Confidential Information, these obligations of non-use and confidentiality shall subsist beyond [†] after the termination of this Agreement. Each Party agrees to maintain and follow reasonable procedures to prevent unauthorized disclosure or use of the other Party’s Confidential Information and to prevent it from becoming disclosed or being accessed by unauthorized persons. Each Party agrees that it may disclose to authorized persons only such Confidential Information of the Disclosing Party as is necessary for each such authorized person to perform his/her responsibilities under this Agreement. Recipient shall advise the Disclosing Party of any disclosure, loss, or use of Confidential Information of the Disclosing Party in violation of this Agreement as soon as practicable. Each Party agrees to return or destroy receiving the Confidential Information of the other Party (“Receiving Party”) agrees to hold in confidence all Confidential Information and, except as permitted under this Agreement, not to use any Confidential Information or disclose or make any Confidential Information available to any third Parties without the written permission of the Party disclosing the Confidential Information (“Disclosing Party”). Notwithstanding the foregoing, the Optime may disclose or make Corcept’s Confidential Information available to Optime’s employees who are bound by written obligations of confidentiality and non-use at least as restrictive as the obligations in this Agreement to the extent necessary to perform the Services. The Receiving Party shall ensure that all of its directors, officers, employees, affiliates, consultants, agents or subcontractors (“Representatives”) who receive the Disclosing Party’s Confidential Information comply with the terms of this Article 9, and the Receiving Party shall be liable to the Disclosing Party for any [****] = 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. Confidential treatment has been requested with respect to the omitted portions. failure of its Representatives to so comply. The obligations of confidentiality and non-use contained in this Article 9 shall not apply with respect to any of the Disclosing Party’s Confidential Information that the Receiving Party can demonstrate by competent written proof: (a) was in the public domain at the time it was disclosed by the Disclosing Party to the Receiving Party or has entered the public domain through no fault of the Receiving Party or its Representatives; (b) was known to the Receiving Party, whether in writtenwithout restriction, graphicat the time of disclosure by the Disclosing Party to the Receiving Party; (c) was or is independently developed by or for the Receiving Party without any use of Disclosing Party’s Confidential Information; or (d) becomes known to the Receiving Party, electronic or without restriction, from a source other tangible form, upon written request, provided, however, that legal counsel for each than the Disclosing Party may retain an archival copy without breach of Confidential Information solely for purposes of ensuring compliance with this AgreementAgreement by the Receiving Party.