Common use of Restrictions on Use and Disclosure Clause in Contracts

Restrictions on Use and Disclosure. Neither Party will disclose or use the other Party's Confidential Information without the prior written consent of such other Party. In addition, each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives (i) having a need to know such information for purposes of performing such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreement.

Restrictions on Use and Disclosure. Neither 3.1 The Receiving Party will disclose or not use the other Party's Confidential Information without for any purpose other than in connection with the Project. 3.2 The Receiving Party will hold the Confidential Information confidential, and will not disclose, or provide access to, any Confidential Information, directly or indirectly, to any person except as expressly permitted by this Agreement or with the prior written consent of such other the Disclosing Party. In additionThe Receiving Party may disclose the Confidential Information within its organization and to its partners, each members, managers, directors, officers, employees, affiliates, agents, advisors, consultants, attorneys, accountants, representatives, potential financing sources and potential co-investors (collectively, while acting in such capacity “Representatives”), but only to those Representatives who have a need to know basis for the evaluation or implementation of the Project and who are informed of the confidential nature of the Confidential Information. The Receiving Party agrees to maintain in confidence and be fully responsible for any breach of this Agreement by any of its Representatives to whom it has disclosed Confidential Information. The Receiving Party shall protect the other Party's Confidential Information using with at least the same degree of care as with which it uses for protects its own information of a similar natureConfidential Information, but in all events at least no case less than a reasonable degree of care. The Receiving Party may make only such copies of the Confidential Information as are necessary for the Project and in connection with any other disclosure which is permitted in this Agreement. Any such copies must reproduce proprietary markings included therein. 3.3 All Confidential Information, regardless of its form, will be routed through or copied to one of the Receiving Party’s Data Control Persons but a failure to do so will not affect whether the information is Confidential Information. Each Party agrees may change its Data Control Person by written notice to take the other. 3.4 The Receiving Party’s obligations of confidentiality and restrictions on use do not apply to information that is: (a) already public knowledge or becomes public knowledge through no fault of the Receiving Party in breach of this Agreement; (b) shown by the written records of the Receiving Party to have been possessed or known to the Receiving Party prior to its receipt from the Disclosing Party, or to have been independently developed by the Receiving Party’s personnel acting without access to the Confidential Information; (c) disclosed by the Disclosing Party after the expiration or earlier termination of this Agreement; or (d) was or becomes available on a non-confidential basis to the Receiving Party or its Representatives from a source other than the Disclosing Party, provided that, such source is not prohibited from disclosing such information to the Receiving Party by a contractual, legal or fiduciary obligation. Confidential Information will not be deemed to be within the foregoing exceptions merely because it (or a portion thereof) is expressed in more general terms publicly or in items in the Receiving Party’s possession. 3.5 If the Receiving Party or its Representative receives a request or is required (by law or regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Receiving Party shall notify the Disclosing Party at the earliest reasonable precautions opportunity so that the Disclosing Party can seek an appropriate protective order or other remedy, unless such notice is prohibited under applicable law, rule or regulation. The Receiving Party shall cooperate (at Disclosing Party’s expense) with the Disclosing Party to prevent obtain such protective order or other remedy. In the event that such a protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which, as advised by legal counsel in writing, is legally required to be disclosed, and the Receiving Party will exercise reasonable efforts to obtain assurance that the information so revealed will remain confidential. Upon the request of the Disclosing Party, the Receiving Party shall provide such opinion of legal counsel to the Disclosing Party. 3.6 All Confidential Information is and will remain the sole property of the Disclosing Party, and all copies and excerpts thereof and all computer generated or stored files or notes or any other notes or personal memoranda which include or make reference to the Confidential Information will, upon the Disclosing Party’s request or voluntarily, be promptly returned to the Disclosing Party or destroyed. Notwithstanding the foregoing, the Receiving Party and its Representatives may retain such Confidential Information and material to the extent relevant to demonstrate its or its Representatives' compliance with any legal, fiduciary, professional or contractual obligation or document retention policy. If requested, the Receiving Party will certify in writing its compliance with the provisions of this Section. 3.7 Receiving Party shall indemnify and hold harmless the Disclosing Party, its directors, officers, and employees from any claims, damages, liabilities, losses and expenses, including reasonable attorney fees (collectively “Losses”), arising from, or in connection with, the unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to by the Receiving Party or its Representatives (i) having a need to know such information for purposes or any other breach of performing such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such this Agreement by Receiving Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality)or its Representatives. Each Party is Neither party shall be liable to the other Party party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Formsconsequential, including without limitation any such acts and omissionsincidental, which, if performed indirect or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreementpunitive damages.

Restrictions on Use and Disclosure. Neither Each Party agrees, as a Receiving Party, that it will disclose (a) not use, or authorize the use the other Party's of, Confidential Information without of the prior written consent Disclosing Party for any purposes other than for the purpose of complying with its obligations or exercising its rights under this Agreement and (b) hold such other Party. In addition, each Party agrees to maintain Confidential Information in strict confidence and protect the other Party's such Confidential Information using at least with the same degree of care as it uses for its own information of a similar nature, (but in all events at least no less than a reasonable degree of care) normally used to protect its own similar Confidential Information. Each Notwithstanding the foregoing, the Receiving Party agrees to take all reasonable precautions to prevent any unauthorized disclosure may disclose Confidential Information of the other Disclosing Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives : (i) having a need to know the Receiving Party’s directors, officers, employees, Affiliates, Permitted Sublicensees, or agents to the extent reasonably necessary to carry out its obligations or exercise its rights under this Agreement, provided that such directors, officers, employees, Affiliates, Permitted Sublicensees, or agents have been advised of the confidential nature of such information for purposes of performing and have agreed in writing to maintain such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with information as confidential to the terms and conditions of, the Master Agreement; same extent required by this Section 9.3 or (ii) who are bound as is required to such be disclosed by the Receiving Party under appropriate written agreements or its Affiliates pursuant to a judicial or governmental order, provided that impose on such Representatives non-disclosure and restricted use obligations with respect the Receiving Party gives the Disclosing Party sufficient notice to the permit Disclosing Party to seek a protective order or other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable opportunity to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Partylimit disclosure. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration cancellation or rescission of this Agreement and the Master Agreementsame shall not relieve the Parties of their obligations regarding confidentiality.

Restrictions on Use and Disclosure. Neither Party will disclose or use the other Party's Confidential Information without the prior written consent of such other Party. In addition, each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives (i) having with a need to know such information information; for purposes of performing such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations obligation with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreement.

Restrictions on Use and Disclosure. Neither Party will Each of the parties shall use the Confidential Information of the other solely for the purposes set forth in this Agreement. Each party shall maintain in strict confidence the Confidential Information of the other, except that Genzyme may disclose or use the other Partypermit disclosure of Consultant's Confidential Information to its directors, officers, employees and advisors who are obligated to maintain the confidential nature of such Confidential Information and who need to know such Confidential Information for the purposes set forth in this Agreement. During the term of this Agreement, and for a period of five (5) years thereafter, irrespective of the manner of or reason for termination of this Agreement, neither party shall disclose, divulge, publish to others or use in any manner any such Confidential Information of the other without the prior written consent of such other Partythe other. In additionUpon the expiration or termination of this Agreement, each Party agrees party shall return to maintain in confidence and protect the other Party's party all originals, copies and summaries of documents, materials and other tangible manifestations of Confidential Information using at least in the same degree possession or control of care as it uses such party, except that each party may retain one copy of such Confidential Information in the possession of its legal counsel for purposes of monitoring its own information of a similar nature, but in all events at least a reasonable degree of careobligations under this Agreement. Each Party agrees to take all reasonable precautions to prevent Both parties further acknowledge that any unauthorized disclosure or use of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives (i) having a need to know such information for purposes of performing such Party’s duties and obligations under, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other would substantially and irreparably damage and impair the business of the other; therefore, the other party shall have, in addition to any remedies available at law, the right to obtain equitable relief to enforce the provisions of this Section 6. (b) Subject Matter Excluded From Restrictions. The foregoing proscription against use, disclosure and copying by one party (the "Receiving Party") does not apply to information or data of the other party (the "Disclosing Party") which (i) can be shown by written documents to have been known by the Receiving Party prior to disclosure hereunder other than as a result of some breach of the Disclosing Party's rights in and to such confidential proprietary information; (ii) is available in published print or is otherwise known to the public, unless published or made known as a result of some act of omission of the Receiving Party; (iii) can be shown by written documents to have been obtained by the Receiving Party in writing from a third party who did not wrongfully acquire such information or data from the Disclosing Party and who has no obligation of confidentiality to the Disclosing Party with respect to such information; (iv) can be shown by written documents to have been independently developed by the Receiving Party or its affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the Receiving Party pursuant to the order a subpoena lawfully issued by a Genzyme or requirement of a court, administrative governmental agency, or other governmental body; provided, however, that, to provided that such party notifies the extent not prohibited by Disclosing Party immediately upon receipt of any such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Party, at such other Party’s sole expense, in connection therewith. The provisions of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreementsubpoena.

Restrictions on Use and Disclosure. Neither (a) The Seller Parties and Interested Party will agree to disclose or use the to each other Party's Confidential Information without to be used solely in order that the prior written consent of such other Party. In addition, each Party agrees Parties may evaluate mutually beneficial business opportunities related to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of careProject. Each Party receiving Confidential Information (a “Receiving Party”) from another Party (the “Disclosing Party”) agrees that it will not use the Confidential Information for any purpose other than to take all reasonable precautions evaluate and negotiate a possible agreement between the Parties relative to prevent the Project. The Parties further agree that they will not disclose any unauthorized disclosure of the Confidential Information received from a Disclosing Party to any other party, except as authorized in writing by the Disclosing Party or as required by law. The Parties further agree that they will not use any of the Confidential Information in any manner which is adverse to the interest of the Disclosing Party's , including, but not limited to, use of such Confidential Information for the Receiving Party’s own benefit. (b) The Parties shall, and shall cause their respective directors, officers, employees, agents and representatives to keep confidential and not disclose any Confidential Information belonging to a Disclosing Party to any other party, provided that a Receiving Party may make such disclosure to its legal, accounting and other advisors (each an "Advisor"), but only to the extent the Receiving Party requires its Advisors to keep such information confidential (and each Advisor shall be advised of the confidentiality requirements of this Agreement, which shall apply to such Advisor, and the Receiving Party shall be liable for any disclosure by its Advisors). (c) If a Receiving Party is required by law to disclose any of the Disclosing Party’s Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives the Receiving Party shall (i) having a provide the Disclosing Party with the content of the proposed disclosure, the reasons such disclosure is required by law, and the time and place the disclosure will be made, in each case as soon as practicable following learning of the need to know such information for purposes of performing such Party’s duties and obligations undermake a disclosure, and exercising such Party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement and (ii) shall reasonably cooperate with such other Partylimit the disclosure to the minimum amount required by law, at such other Party’s sole expense, unless the Disclosing Party agrees in connection therewith. The provisions writing to a greater level of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreementdisclosure.

Restrictions on Use and Disclosure. Neither Party will Each party agrees to hold all Confidential Information of the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS other party in strict confidence and shall not, without the express prior written permission of a member of the disclosing party authorized by the disclosing party to make such decisions, (a) disclose such Confidential Information to third parties other than a regulatory authority having jurisdiction over the receiving party; or (b) use such Confidential Information for any purposes whatsoever, other than the exercise of its rights or performance of its obligations hereunder. Each party shall disclose the other Party's party’s Confidential Information without the prior written consent of such other Party. In addition, each Party agrees to maintain in confidence and protect the other Party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other Party's Confidential Information, including, without limitation, disclosing Confidential Information only to its Representatives only: (i) having to those of its employees and agents who have a need to know such information for purposes of performing Confidential Information in order to exercise such Party’s duties and obligations under, and exercising such Partyreceiving party’s rights hereunder in accordance with the terms and conditions of, the Master Agreement; (ii) who are bound to or perform such Party under appropriate written agreements that impose on such Representatives non-disclosure and restricted use receiving party’s obligations with respect to the other Party’s Confidential Information that are at least as stringent as those imposed on such Party herein; and (iii) who are informed of the obligations imposed on such Party under this Article 9 (Confidentiality). Each Party is liable to the other Party for all acts and omissions of such Party’s Representatives in connection with the Master Agreement and all Order Forms, including without limitation any such acts and omissions, which, if performed or not performed, as the case may be, by such Party would constitute a breach of or default under the Master Agreement or an Order Form by such Party. The foregoing obligations will not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that, to the extent not prohibited by such order, requirement, or applicable law, the Party required to make such a disclosure (i) shall give reasonable notice to the other Party to enable such other Party to contest such order or requirement this Agreement and (ii) to any regulatory authority having jurisdiction over the receiving party. Each party shall reasonably cooperate with use reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall immediately advise the other party in the event that it learns or has reason to believe that any person who has had access to the Confidential Information of such other Party, at such other Party’s sole expense, in connection therewith. The provisions party has violated or intends to violate the terms of this Article 9 (Confidentiality) will survive the termination or expiration of the Master Agreement, and shall cooperate in seeking injunctive relief against any such person.