Common use of Publication Confidentiality Clause in Contracts

Publication Confidentiality. 9.1 The Parties recognize that each may wish to publish the results of their work relating to the subject matter of this Agreement. However, the Parties also recognize the importance of acquiring patent protection. Consequently, subject to any applicable laws or regulations obligating any Party to do otherwise, any proposed publication by any Party shall comply with this Section 9. All publications, whether written or oral, shall be prepared in accordance with the joint publication strategy established and approved jointly by Argyll Biotech and Immunosyn. At least 45 days before a manuscript is to be submitted to a publisher, the publishing Party will provide the other Party with a copy of the manuscript. If the publishing Party wishes to make an oral presentation, it will provide the other Party with a summary of such presentation at least 30 days before such oral presentation and, if an abstract is to be published, 30 days before such abstract is to be submitted. Any oral presentation, including any question period, shall not include any Confidential Information (as defined below) unless the Parties otherwise mutually agree in writing in advance of such oral presentation. 9.2 Argyll Biotech and Immunosyn will each review the manuscript, abstract, text or any other material provided to it under Section 9.1 to determine whether patentable subject matter is disclosed. The non-publishing Party will notify the publishing Party within 30 days of receipt of the proposed publication if the non-publishing Party, in good faith, determines that patentable subject matter is or may be disclosed, or if, in good faith, it believes Confidential Information is or may be disclosed. If it is determined by the non-publishing Party that patent applications should be filed, the publishing Party shall delay its publication or presentation for a period not to exceed 60 days from the non-publishing Party’s receipt of the proposed publication or presentation to allow time for the filing of patent applications covering patentable subject matter. In the event that the delay needed to complete the filing of any necessary patent application will exceed the 60-day period, the Parties will discuss the need for obtaining an extension of the publication delay beyond the 60-day period. If it is determined in good faith that Confidential Information or proprietary information is being disclosed, the Parties will consult in good faith to arrive at an agreement on mutually acceptable modifications to the proposed publication or presentation to avoid such disclosure. 9.3 The Parties agree to the terms of the confidentiality and non disclosure as set forth in this Section. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the term of protection for Confidential Information (as defined below) received from the other Party shall be ten (10) years from the date of receipt. The receiving Party, its affiliates and its licensees shall ensure that their respective employees, officers, directors and other representatives shall keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the disclosing Party, its affiliates or its licensees or developed under or in connection with this Agreement, including the terms of this Agreement, except to the extent that it can be established by the receiving Party by competent proof that such information: (i) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Party; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; or (iv) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, shall be deemed “Confidential Information”). 9.4 The restrictions contained in Section 9.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of regulatory approval for SF-1019 unless such submission is submitted in confidence, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the recipient to third parties under confidentiality provisions at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, or marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required to make any such disclosure of disclosing Party’s Confidential Information such Party will, except where impracticable for necessary disclosures (for example, to physicians conducting studies or to health authorities), give reasonable advance notice to the disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosed. 9.5 Each Party shall use, and cause each of its affiliates and its licensees to use, any Confidential Information obtained by such Party from the disclosing Party, its affiliates or its licensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby. 9.6 Each Party shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the disclosing Party, its affiliates and/or its licensees from any violation or threatened violation of this Section 9.

Publication Confidentiality. 9.1 9.1. The Parties parties recognize that each may wish to publish the results of their work (or the work of any Argyll Team member) relating to the subject matter of this Agreement. However, the Parties parties also recognize the importance of acquiring patent protection. Consequently, subject to any applicable laws or regulations obligating any Party party to do otherwise, any proposed publication by any Party party (including the Argyll Team members) shall comply with this Section 9. All publications, whether written or oral, shall be prepared in accordance with the joint publication strategy established and approved jointly by Argyll Biotech and Immunosyn. At least 45 days before a manuscript is to be submitted to a publisher, the publishing Party party will provide the other Party party with a copy of the manuscript. If the publishing Party party wishes to make an oral presentation, it will provide the other Party party with a summary of such presentation at least 30 days before such oral presentation and, if an abstract is to be published, 30 days before such abstract is to be submitted. Any oral presentation, including any question period, shall not include any Confidential Information (as defined below) unless the Parties parties otherwise mutually agree in writing in advance of such oral presentation. 9.2 9.2. Argyll Biotech and Immunosyn will each review the manuscript, abstract, text or any other material provided to it under Section 9.1 to determine whether patentable subject matter is disclosed. The non-publishing Party party will notify the publishing Party party within 30 days of receipt of the proposed publication if the non-publishing Partyparty, in good faith, determines that patentable subject matter is or may be disclosed, or if, in good faith, it believes Confidential Information is or may be disclosed. If it is determined by the non-publishing Party party that patent applications should be filed, the publishing Party party shall delay License Agreement September, 2006 Argyll Biotechnologies LLC Immunosyn Corporation its publication or presentation for a period not to exceed 60 days from the non-publishing Partyparty’s receipt of the proposed publication or presentation to allow time for the filing of patent applications covering patentable subject matter. In the event that the delay needed to complete the filing of any necessary patent application will exceed the 60-day period, the Parties parties will discuss the need for obtaining an extension of the publication delay beyond the 60-day period. If it is determined in good faith that Confidential Information or proprietary information is being disclosed, the Parties parties will consult in good faith to arrive at an agreement on mutually acceptable modifications to the proposed publication or presentation to avoid such disclosure. 9.3 9.3. The Parties parties agree to the terms of the confidentiality Confidentiality and non disclosure Non Disclosure Agreement annexed to this Agreement as set forth in this SectionAttachment “A”. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties parties agree that, during the term of protection this Agreement and for Confidential Information (as defined below) received from ten years thereafter, the other Party shall be ten (10) years from the date of receipt. The receiving Partyparty, its affiliates and its licensees shall ensure that their respective employees, officers, directors and other representatives shall keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the disclosing Partyparty, its affiliates or its licensees or developed under or in connection with this Agreement, including the terms of this Agreement, except to the extent that it can be established by the receiving Party party by competent proof that such information: (i) was already known to the receiving Partyparty, other than under an obligation of confidentiality, at the time of disclosure by the disclosing Partyparty; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Partyparty; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party party in breach of this Agreement; or (iv) was disclosed to the receiving Partyparty, other than under an obligation of confidentiality, by a third party who had no obligation to the disclosing Party party not to disclose such information to others (all such information to which none of the foregoing exceptions applies, shall be deemed “Confidential Information”). 9.4 9.4. The restrictions contained in Section 9.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of regulatory approval for the SF-1019 unless such submission is submitted in confidenceProduct, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the recipient to third parties under confidentiality provisions at least as stringent as those in this Agreement, for consulting, manufacturing development, manufacturing, external testing, or marketing trials; or (iii) is otherwise required to be disclosed in compliance with applicable laws or regulations or order by a court or other regulatory body having competent jurisdiction; provided that if a Party party is required to make any such disclosure of disclosing Partyparty’s Confidential Information such Party party will, except where impracticable for necessary disclosures (for example, to physicians conducting studies or to health authorities), give reasonable advance notice to the disclosing Party party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of License Agreement September, 2006 Argyll Biotechnologies LLC Immunosyn Corporation such Confidential Information required to be disclosed. 9.5 9.5. Each Party party shall use, and cause each of its affiliates and its licensees to use, any Confidential Information obtained by such Party party from the disclosing Partyparty, its affiliates or its licensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby. 9.6 9.6. Each Party party shall be entitled, in addition to any other right or remedy it may have, at law or in equity, to an injunction, without the posting of any bond or other security, enjoining or restraining the disclosing Partyparty, its affiliates and/or its licensees from any violation or threatened violation of this Section 9.

Publication Confidentiality. 9.1 The 10.1 Notification and Review with Respect to Inspire and Genentech. (a) Both Parties recognize that each may wish to publish the results of their work relating to the subject matter of this Agreement. However, the both Parties also recognize the importance of acquiring patent protection. Consequently, subject to any applicable laws or regulations obligating any Party to do otherwise, any proposed publication publication, by any either Party (including its Affiliates), that includes information related to the Compounds or Products, or which otherwise includes proprietary information of the other Party or Confidential Information, shall comply with this Section 9. All publications, whether written or oral, shall be prepared in accordance with the joint publication strategy established and approved jointly by Argyll Biotech and Immunosyn10. At least 45 forty-five (45) days before a manuscript is to be submitted to a publisher, the publishing Party will shall provide the other nonpublishing Party with a copy of the manuscript. If the publishing Party wishes to make an oral presentation, it will shall provide the other nonpublishing Party with a summary of such presentation at least 30 fifteen (15) business days before such oral presentation and, if an abstract is to be published, 30 three (3) business days before such abstract is to be submitted. Any oral presentation, including any question period, shall not include any Confidential Information (as defined below) unless the both Parties otherwise mutually agree in writing in advance of such oral presentation. 9.2 Argyll Biotech and Immunosyn will each (b) The nonpublishing Party shall review the manuscript, abstract, text or any other material provided to it under Section 9.1 10.1(a) to determine whether patentable subject matter is or may be disclosed. The non-publishing nonpublishing Party will shall notify the publishing Party in writing within 30 thirty (30) days (or two (2) business days in the case of abstracts) of receipt of the proposed publication if the non-publishing Partyit, in good faith, determines that patentable subject matter is or may be disclosed, or ifif the Joint Project Team, in good faith, it believes Confidential Information (as defined in Section 10.3) is or may be disclosed. If it is To the extent solely determined by the non-publishing Party JSC, after consulting with the nonpublishing Party, that patent applications should be filed, the publishing Party shall delay its publication or presentation for a period not to exceed 60 one hundred twenty (120) days from the non-publishing nonpublishing Party’s 's receipt of the proposed publication or presentation to allow time for the filing of patent applications covering patentable subject matter. In the event that the delay needed to complete the filing of any necessary patent application will exceed the 60-day one hundred twenty (120)-day period, the Parties nonpublishing Party will discuss with the publishing Party the need for obtaining an extension of the publication delay beyond the 60-day one hundred twenty (120)-day period. If it is determined the nonpublishing Party determines in good faith that Confidential Information or proprietary information is being or may be disclosed, the Parties will consult in good faith to arrive at an agreement on mutually acceptable modifications to the proposed publication or presentation to avoid such disclosure. 9.3 The Parties agree (c) In the case where Genentech is the nonpublishing Party, any failure by Genentech to prevent the terms publication by Inspire of the confidentiality and non disclosure any Confidential Information shall not relieve Inspire of its obligations under Section 9.2. (d) Except as set forth expressly provided in this Section. Except Section 10, each Party agrees not to the extent expressly authorized by this Agreement make any public announcement or otherwise agreed in writingdisclosure (including, the Parties agree thatwithout limitation, during the term any press release, summary or Q&A) of protection for Confidential Information (as defined below) received from the other Party shall be ten (10) years from the date of receipt. The receiving Party, its affiliates and its licensees shall ensure that their respective employees, officers, directors and other representatives shall keep completely confidential and not publish or otherwise disclose and not use for any purpose any information furnished to it or them by the disclosing Party, its affiliates or its licensees or developed under or in connection with this Agreement, including the terms of this Agreement, except the Stock Purchase Agreement or the documents ancillary thereto, or the identity or potential applications of any Compound, without first obtaining the written approval of the other Party and agreement upon the nature and text of such public announcement or disclosure. On and after the Effective Date, either Party may issue a press release, the content of which will be agreed upon in advance by the Parties, with respect to the extent execution of this Agreement, the Stock Purchase Agreement and the documents ancillary thereto. The Party desiring to make any such public announcement shall provide the other Party with a copy of the proposed announcement for review and comment in reasonably sufficient time prior to public release. (e) Each Party agrees that it can be established shall cooperate fully with the other with respect to all disclosures regarding this Agreement, the Stock Purchase Agreement and the documents ancillary thereto required under applicable laws and regulations to the United States Securities and Exchange Commission (the "SEC") and any other governmental or regulatory agencies, including by the receiving Party by competent proof that such information: way of example only but not limited to, (i) was already known disclosures relating to the receiving Party, other than under filing of a registration statement by Inspire regarding an obligation initial public offering of confidentiality, at the time of disclosure by the disclosing Party; its common stock and (ii) was generally available requests for confidential treatment of proprietary information of either Party included in any such governmental disclosure. (f) In addition, each Party agrees not to disclose, under any circumstances except as set forth in this Section 10 or as otherwise required by law, the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (iii) became generally available to the public or was otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach terms of this Agreement; , the Stock Purchase Agreement or (iv) was disclosed the documents ancillary thereto, or the identity or potential applications of any Compound, to the receiving Party, any Third Party other than under an obligation of confidentialityto professional advisors and financing sources, by a third party who had no obligation to the disclosing Party not to disclose such information to others (all such information to which none of the foregoing exceptions appliesand in that case, shall be deemed “Confidential Information”). 9.4 The restrictions contained in Section 9.3 shall not apply to Confidential Information that: (i) is submitted by the recipient to governmental authorities to facilitate the issuance of regulatory approval for SF-1019 unless such submission is submitted in confidence, provided that reasonable measures shall be taken to assure confidential treatment of such information; (ii) is provided by the recipient to third parties only under confidentiality provisions terms at least as stringent in material respects as those in this Section 10. Genentech shall have the right to review and comment on registration statements and applications for confidential treatment insofar as they pertain to this Agreement, for consultingthe Stock Purchase Agreement and the documents ancillary thereto, manufacturing developmentprior to being filed with the SEC, manufacturingand Inspire shall not unreasonably refuse to accommodate such comments. Genentech shall provide its comments, external testingif any, on such registration statement or application as soon as practicable, and in no event later than the fourth (4th) business day after the day such registration statement or application is received by Genentech. 10.2 Notification and Review with Respect to Inspire's Strategic Partners. (a) Inspire shall review every proposed publication of any of its Strategic Partners that includes information related to the Compounds or Products, or marketing trials; which otherwise includes Confidential Information, to determine whether patentable subject matter is or (iii) is otherwise required may be disclosed, and Inspire shall cause the publication of such information to be disclosed delayed for a period of time sufficient to allow for the filing of patent applications covering patentable subject matter. In addition, Inspire will consult in compliance good faith with applicable laws the publishing Strategic Partner to arrive at an agreement on mutually acceptable modifications to the proposed publication or regulations or order by a court or other regulatory body having competent jurisdiction; provided that if a Party is required presentation to make any such avoid disclosure of disclosing Party’s such proprietary information or Confidential Information such Party will, except where impracticable for necessary disclosures (for example, to physicians conducting studies or to health authorities), give reasonable advance notice to the disclosing Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its best efforts to secure confidential treatment of such Confidential Information required to be disclosedInformation. 9.5 Each Party (b) Inspire shall use, and cause each provide Genentech with a copy of its affiliates and its licensees to use, any Confidential Information obtained by such Party from the disclosing Party, its affiliates or its licensees, pursuant to this Agreement or otherwise, solely in connection with the activities or transactions contemplated hereby. 9.6 Each Party shall be entitled, in addition publications relating to any other right of the Compounds or remedy it may have, at law or in equity, to an injunction, without the posting Products published by any of any bond or other security, enjoining or restraining the disclosing Party, its affiliates and/or its licensees from any violation or threatened violation of this Section 9Inspire's Strategic Partners promptly after such publication.