Common use of Restrictions on Use and Disclosure of Confidential Information Clause in Contracts

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the receiving party agrees to treat as confidential and not to use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to disclose the Confidential Information it receives from the disclosing party to anyone except its own personnel and employees, who (a) are actively and directly evaluating the Confidential Information, and consequently need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET forth in this paragraph 11.1.1. 11.1.2. The obligations of paragraph 11.1.1 hereof will expire with respect to each item of Confidential Information five (5) years from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure to the receiving party shall cease to be Confidential Information and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. Notwithstanding the obligations of paragraph 11.1.1, the receiving party shall be permitted to disclose Confidential Information that is required to be disclosed by the receiving party to comply with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party to seek a protective order or some other accommodation.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the 11.2.1 The receiving party agrees to treat as confidential and not to use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other third parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to disclose the Confidential Information it receives from the disclosing party to anyone except its own personnel and employees, who (a) are actively and directly evaluating the Confidential Information, and consequently need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET at least as stringent as those set forth in this paragraph 11.1.111.2.1. 11.1.2. 11.2.2 The obligations of paragraph 11.1.1 11.2.1 hereof will expire with respect to each item of Confidential Information five (5) years from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure to the receiving party shall cease to be Confidential Information and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. 11.2.3 Notwithstanding the obligations of paragraph 11.1.111.2.1, the receiving party shall be permitted to disclose Confidential Information that is required to be disclosed by the receiving party to comply with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party to seek a protective order or some other accommodationaccommodation to protect the confidentiality of the information.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the The receiving party agrees to treat as confidential and not to will use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any ’s Confidential Information disclosed to it by solely as necessary in connection with the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other parties of any Confidential Information disclosed to it by the disclosing party under the provisions performance of this Agreement. The receiving party agrees not to disclose shall maintain the confidentiality of the disclosing party’s Confidential Information it receives from using at least the same degree of care that such party uses to protect its own Confidential Information of a similar nature, and shall restrict disclosure of the disclosing party party’s Confidential Information to anyone except its own personnel and employees, consultants, contractors, agents and representatives who (a) are actively and directly evaluating the Confidential Information, and consequently have a need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET forth in this paragraph 11.1.1. 11.1.2. The obligations of paragraph 11.1.1 hereof will expire with respect to each item of confidentiality and non-use no less restrictive than those set forth herein; provided, that a party may disclose the disclosing party’s Confidential Information five (5) years from if required by law and provided the termination date receiving party provides prompt notice of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial requirement and disclosure to the other party to the extent allowed by law. The receiving party shall cease to be Confidential Information and have the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. Notwithstanding the obligations of paragraph 11.1.1, the receiving party shall be permitted right to disclose Confidential Information that is required of the other party pursuant to be disclosed by the receiving party to comply with applicable lawsorder or requirement of a court, court orderadministrative agency, or other governmental regulations, body provided that the receiving party provides prior prompt, advance written notice of such disclosure thereof to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit enable the disclosing party to seek a protective order or some other accommodationotherwise prevent such disclosure. In the event such a protective order is not obtained by the disclosing party, the receiving party shall disclose only that portion of the Confidential Information which its legal counsel advises that it is legally required to disclose. Confidential Information so disclosed shall continue to be deemed Confidential Information.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject The Parties agree that during the Term and so long as Confidential Information of the disclosing Party remains in the receiving Party’s possession: (i) to hold the right Confidential Information of publication pursuant to Section 12 hereof the disclosing party in trust and Rosetta's right strictest confidence; (ii) to use Array Data and Analyzed Data pursuant to Section 13 hereof, the receiving Confidential Information of the disclosing party agrees to treat as confidential and only for the benefit of the disclosing party; (iii) not to use other than to perform the Confidential Information of the disclosing party in any manner or for any purpose not expressly set forth in this Agreement, ; (iv) to reproduce the Confidential Information of the disclosing party only to the extent reasonably required to fulfill the receiving party’s obligations hereunder; (v) to keep the Confidential Information of the disclosing party in a secure facility when not in use; and (vi) not to reverse engineer disclose, deliver, provide, disseminate or decompile otherwise make available, directly or indirectly, any Confidential Information disclosed of the disclosing party to any third party without first obtaining the disclosing party’s express written consent on a case-by-case basis. A Party may disclose the other Party’s Confidential Information to its employees and representatives who have a need to know such Confidential Information, and, in connection with a potential transaction or as a reporting obligation pursuant thereto, to fundraising sources and their respective advisors. Each Party shall take at least the same degree of care that it by uses to protect its own most highly confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information of the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by Notwithstanding the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to foregoing, a Party may disclose the Confidential Information it receives from of the other Party to the extent specifically required by applicable law; provided, that, such Party shall first give reasonable advance notice of such compelled disclosure to disclosing party, and shall cooperate with the disclosing party in connection with any efforts to anyone except its own personnel and employees, who (a) are actively and directly evaluating prevent or limit the Confidential Information, and consequently need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET forth in this paragraph 11.1.1. 11.1.2. The obligations of paragraph 11.1.1 hereof will expire with respect to each item of Confidential Information five (5) years from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure to the receiving party shall cease to be Confidential Information and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. Notwithstanding the obligations of paragraph 11.1.1, the receiving party shall be permitted to disclose Confidential Information that is required to be disclosed by the receiving party to comply with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior written notice scope of such disclosure to and/or use of the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party to seek a protective order or some other accommodationapplicable Confidential Information.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the receiving party agrees to treat as confidential and a. Receiving Party shall not to use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to disclose the Confidential Information it receives from without the disclosing party to anyone except its own personnel prior written consent of the Disclosing Party and employees, who (a) are actively shall at all times during the term of this Agreement maintain the secrecy and directly evaluating confidentiality of the Confidential Information. Receiving Party shall not, and consequently need to know such information and (b) are bound by confidentialitywithout the prior written consent of the Disclosing Party, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET forth in this paragraph 11.1.1. 11.1.2. The obligations of paragraph 11.1.1 hereof will expire with respect to each item of use the Confidential Information five (5) years from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure for personal gain, personal benefit or any purpose other than to the receiving party shall cease to be Confidential Information evaluate and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately engage in discussions with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to Disclosing Party regarding the public, or (b) obtained by the receiving party from a third party without binder of secrecy, Opportunity; provided, however, that such third party has no confidentiality obligations Receiving Party may disclose the Confidential Information to its Representatives who have: (i) a bona fide and articulable need to have the disclosing party Confidential Information in order for a Receiving Party to evaluate or any engage in discussions concerning the Opportunity; (ii) been expressly informed by Receiving Party of its affiliatesthe confidential nature of the Confidential Information; (iii) agreed in writing to be bound by this Agreement or who are otherwise legally bound in writing to protect Confidential Information as provided in this Agreement. 11.1.4. Notwithstanding b. Receiving Party shall not: (i) reverse engineer, disassemble or decompile any prototypes, software or other tangible objects that embody the obligations of paragraph 11.1.1, the receiving party shall be permitted to disclose Confidential Information and that is required to be disclosed are provided to, inspected by or worked on by the Receiving Party under this Agreement; (ii) attempt to or assist others to develop, produce, market or sell any product or provide any service based on or utilizing, in whole or in part, any such Confidential Information; or (iii) make copies, excerpts or summaries of any Confidential Information without first requesting and receiving party the Disclosing Party’s prior written consent to comply such action. c. If Receiving Party receives notice of a request enforceable by law requiring that it disclose or produce any Confidential Information to a court, other governmental agency, private litigant or the like, such Receiving Party shall, if legally permitted, provide Disclosing Party with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior prompt written notice of such requirement sufficiently in advance of such required disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party allow Disclosing Party an opportunity to seek a protective order or some other accommodationappropriate relief prohibiting or limiting such disclosure, and the Receiving Party shall provide such assistance as Disclosing Party may reasonably request in obtaining such order or other relief. Subject to compliance with the foregoing sentence, the Receiving Party may furnish that portion (and only that portion) of the Confidential Information that the Receiving Party is legally compelled or is otherwise legally required to disclose.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the 11.2.1 The receiving party agrees to treat as confidential and not to use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other third parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to disclose the Confidential Information it receives from the disclosing party to anyone except its own personnel and employees, who (a) are actively and directly evaluating the Confidential Information, and consequently need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET at least as stringent as those set forth in this paragraph 11.1.111.2.1. 11.1.2. 11.2.2 The obligations of paragraph 11.1.1 11.2.1 hereof will expire with respect to each item of Confidential Information five (5) years [***] from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure to the receiving party shall cease to be Confidential Information and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. 11.2.3 Notwithstanding the obligations of paragraph 11.1.111.2.1, the receiving party shall be permitted to disclose Confidential Information that is required to be disclosed by the receiving party to comply with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party to seek a protective order or some other accommodationaccommodation to protect the confidentiality of the information.

Restrictions on Use and Disclosure of Confidential Information. 11.1.1. Subject to the right of publication pursuant to Section 12 hereof and Rosetta's right to use Array Data and Analyzed Data pursuant to Section 13 hereof, the receiving party agrees to treat as confidential and not to use other than to perform this Agreement, and not to reverse engineer or decompile any Confidential Information disclosed to it by the disclosing party. The receiving party agrees not to disclose to any third party any Confidential Information disclosed to it by the disclosing party. The receiving party further covenants that it will exercise every reasonable precaution to preclude the unauthorized disclosure by any of its personnel or employees to other parties of any Confidential Information disclosed to it by the disclosing party under the provisions of this Agreement. The receiving party agrees not to disclose the Confidential Information it receives from the disclosing party to anyone except its own personnel and employees, who (a) are actively and directly evaluating the Confidential Information, and consequently need to know such information and (b) are bound by confidentiality, nondisclosure, and nonuse obligations AT LEAST AS STRINGENT AS THOSE SET forth in this paragraph 11.1.1. 11.1.2. The obligations of paragraph 11.1.1 hereof will expire with respect to each item of Confidential Information five (5) years [***] from the termination date of this Agreement. 11.1.3. Any such information which is characterized as Confidential Information on the date of initial disclosure to the receiving party shall cease to be Confidential Information and the receiving party shall be released from the provisions of paragraph 11.1.1 hereof on the date when, through no fault or omission on the part of the * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. receiving party, such information becomes (a) disclosed in published literature or otherwise generally available to the public, or (b) obtained by the receiving party from a third party without binder of secrecy, provided, however, that such third party has no confidentiality obligations to the disclosing party or any of its affiliates. 11.1.4. Notwithstanding the obligations of paragraph 11.1.1, the receiving party shall be permitted to disclose Confidential Information that is required to be disclosed by the receiving party to comply with applicable laws, court order, or governmental regulations, provided that the receiving party provides prior written notice of such disclosure to the disclosing party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure. The prior written notice must be given in sufficient time to permit the disclosing party to seek a protective order or some other accommodation.