Common use of Return of Confidential Information Clause in Contracts

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will be permitted to retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (B) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) Agreement, the expiration or termination of receiving Party shall, at the Target Exclusivity Period with respect to a Designated Targetdisclosing Party’s election, in each case (of (a) and (b)) either, with respect to Confidential Information to which such non-requesting the receiving Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding the foregoing; provided, however, the non-requesting other Party will shall be permitted to retain such Confidential Information one (A1) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1 by which time, unless otherwise expressly permitted in this Section 8.6, the receiving Party shall have returned or destroyed any Confidential Information remaining in its possession and shall have no right to use or disclose such Confidential Information.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.16.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1until [***].

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, upon the expiration or termination written request of a Party, the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under shall either, at the surviving provisions of this Agreement each Party will, upon and in accordance with the other requesting Party’s request in writing, eitherelection: (ia) promptly destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.19.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one (1) or more Terminated Territories but not in its entirety, solely to the extent relating specifically and exclusively to such Terminated Territories) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly as soon as reasonably practicable, destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; , or (ii) promptly as soon as reasonably practicable, deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information one (A1) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder, as required by Applicable Law, or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1purpose.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or reason, either Party may request in writing and the non-requesting Party shall either (b) at the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party’s election), in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, Party all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.19.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect reason, but subject to a Designated TargetARTICLE XIII, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting a Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with the other Party’s request in writing, the non- requesting Party will, at the requesting Party’s election, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.19.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-non- requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.16.1 (Confidentiality Obligations).

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement or an applicable Project Schedule for any reason reason, or (b) at any time during the expiration or termination of Term, either Party may request in writing and the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information of the requesting Party to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitheror any Project Schedule: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such (i) Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder or under any Project Schedule or with respect to which a Party has a continuing license or ownership right hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-non- Page 51 of 84 requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.111.1.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more Terminated Territories but not in its entirety, solely to the extent relating to such Terminated Territories) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information (A) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination (e.g., in any eventthe case of EPIZYME, a single the exercise of its rights under the license grant back). Notwithstanding the foregoing, such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (B) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.113.6.2.

Return of Confidential Information. Upon the earlier of Disclosing Party’s written request, the Receiving Party shall (a) at the effective date Receiving Party’s discretion, either destroy or return to the Disclosing Party or its designee any and all tangible embodiments of the termination Disclosing Party’s Confidential Information described in clause (a) of this Agreement for any reason or the definition of Confidential Information (including all copies and reproductions thereof), (b) the expiration or termination destroy any and all tangible embodiments of the Target Exclusivity Period with respect to a Designated TargetDisclosing Party’s Confidential Information described in clause (b) of the definition of Confidential Information, in each case (of (a) and (b)c) with respect immediately cease, and cause its Representatives to Confidential Information to which such non-requesting Party does not retain rights under cease, use of the surviving provisions of this Agreement each Party will, upon and in accordance with the other Disclosing Party’s request in writingConfidential Information. Notwithstanding the destruction or return of Confidential Information, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Receiving Party and confirm such destruction in writing will continue to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Partybe bound by its obligations under this Agreement. Notwithstanding the foregoing, (x) the non-requesting Receiving Party will be permitted to may retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single one copy of such the Disclosing Party’s Confidential Information for archival purposes and as reasonably necessary to demonstrate compliance with the terms and conditions of this Agreement, including in connection with legal proceedings and (By) neither the Receiving Party nor any computer records of its Representatives shall be required to delete or destroy any electronic back-up tapes or other electronic back-up files containing such Confidential Information that have been created solely by such non-requesting Party’s the automatic or routine archiving and back-up proceduresprocedures of the Receiving Party or its Representatives, to the extent created and retained in a manner consistent with such non-requesting Party’s its or their standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period in its entirety, with respect to a Designated TargetRegion, or with respect to a Program, either Party may request in each case writing and the non-requesting Party shall either (of (a) and (bat the non-requesting Party’s election)) , with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will(if applicable, upon and in accordance with respect to the other Party’s request in writing, either: terminated Region or terminated Program): (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, Party all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.11.1. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetreason, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willshall, upon and in accordance with the other Party’s request in writing, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.110.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason other than termination pursuant to Section 9.2.1 or (b) Section 9.2.2, upon the expiration or termination written request of a Party, the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of at the requesting Party’s election: (a) and (b)) with respect to promptly destroy all copies of Confidential Information in the possession of the non-requesting Party to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting PartyParty to which the non-requesting Party does not retain rights under the surviving provisions of this Agreement; provided, however, the non-requesting Party shall be permitted to retain one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. Notwithstanding the foregoing, the non-requesting Party will also shall be permitted to retain such Confidential Information (A) to the extent necessary additional copies of or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (B) any computer records or files containing such Confidential Information that have been created solely by such the non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such the non-requesting Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1, unless this Agreement is terminated pursuant to Section 9.2.1 or Section 9.2.2, in which case such Confidential Information shall be subject to the terms of Article 8 of the License Agreement.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination or expiration of this Agreement with respect to a Terminated Program but not in its entirety, solely to the extent relating to such Terminated Programs) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly as soon as reasonably practicable, destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly as soon as reasonably practicable, deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information one (A1) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for the sole purpose of performing any continuing *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. obligations hereunder, as required by Applicable Law, or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1purpose.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.114.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the or, upon date of expiration or termination of the Target Exclusivity an Option Period with respect to a Designated TargetTarget for which Takeda does not exercise its Option), in each case (of (a) and (b)) with respect to Confidential Information (including, in the case of the foregoing parenthetical, Confidential Information of the requesting Party arising out of a Program with respect to such Designated Target) to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement Agreement, each Party willshall, upon and in accordance with the other Party’s request in writing, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) After the effective date of the termination (but not expiration) of this Agreement for any reason or (b) reason, upon the expiration or termination written request of a Party, the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under shall either, at the surviving provisions of this Agreement each Party will, upon and in accordance with the other requesting Party’s request in writing, eitherelection: (ia) promptly [****] destroy all copies of such the requesting Party’s Confidential Information in the possession or control of the non-requesting Party Party, its Affiliates or its or their (sub)licensees/Sublicensees (other than Joint Know-How and the terms of this Agreement) and confirm such destruction in writing to the requesting Party; Party or (iib) promptly [****] deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such the requesting Party’s Confidential Information in the possession or control Control of the non-requesting Party, its Affiliates or its or their (sub)licensees/Sublicensees (other than Joint Know-How and the terms of this Agreement). Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain (x) such Confidential Information (A) to the extent necessary or [****] useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: Agreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Aa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination or expiration of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated TargetTarget (with termination or expiration of the entire Agreement being deemed termination or expiration of all Designated Targets), in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement Agreement, each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of such Confidential Information of the requesting Party related to such Designated Target in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information of the requesting Party related to such Designated Target in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will be permitted to retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (B) in any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1clause 15.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, upon the expiration or termination written request of a Party, the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of at the requesting Party’s election: (a) and (b)) with respect to promptly destroy all copies of Confidential Information in the possession of the non-requesting Party to which such the non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting PartyParty to which the non-requesting Party does not retain rights under the surviving provisions of this Agreement; provided, however, the non-requesting Party shall be permitted to retain one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. Notwithstanding the foregoing, the non-requesting Party will also shall be permitted to retain such Confidential Information (A) to the extent necessary additional copies of or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (B) any computer records or files containing such Confidential Information that have been created solely by such the non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such the non-requesting Party’s standard archiving and back-up procedures, as well as one copy for legal, regulatory or corporate governance purposes, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.16.2.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) upon the expiration or termination expiry of this Agreement, either Party may request in writing and the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall, in each case (of (a) and (b)) at the non-requesting Party’s option, either, with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information Information: (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder hereunder, or to comply with Applicable Laws, and, in any event, a single copy of such Confidential Information for archival purposes purposes; and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth out in Section 7.110.1 (Confidentiality Obligations).

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more terminated countries within the Territory but not in its entirety, solely to the extent relating to such terminated countries within the Territory) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information (A) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination. Notwithstanding the foregoing, in any event, a single such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (B) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.13.3.2. Exhibit D

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more terminated countries within the Territory but not in its entirety, solely to the extent relating to such terminated countries within the Territory) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information (A) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination. Notwithstanding the foregoing, in any event, a single such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (B) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.113.3.2.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one (1) or more Terminated Territories or Terminated Targets but not in its entirety, solely to the extent relating specifically and exclusively to such Terminated Territories or Terminated Targets, as applicable) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly as soon as reasonably practicable, destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly as soon as reasonably practicable, deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information one (A1) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder, as required by Applicable Law, or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1purpose.

Return of Confidential Information. 10.8.1 Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting the other Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding the foregoing; provided, however, the non-requesting other Party will shall be permitted to retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single one copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up backup procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Each Party hereby agrees that the other Party and its Affiliates may retain any of such Party’s Confidential Information will continue recorded in notebooks including but not limited to be subject electronic laboratory notebook storage systems and the other Party and its Affiliates shall have no obligation to destroy or return any such recorded data. 10.8.2 Unless otherwise agreed by the terms Parties in writing, upon the effective date of the termination of this Agreement for Agreement, Poseida shall, at the period set forth in Section 7.1option of Xyphos, promptly: (a) return all Xyphos Materials to Xyphos, or (b) destroy such Xyphos Materials and deliver to Xyphos a written certification of such destruction.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of this Agreement, (i) the Target Exclusivity Period Receiving Party will return to the Disclosing Party or, as directed by the Disclosing Party, destroy (and certify such destruction in writing) all Confidential Information of the Disclosing Party (or if the Agreement is terminated with respect to a one or more Targets or LB-001 but not in its entirety, all Confidential Information of the Disclosing Party that solely relates to the Terminated Targets or LB-001, as applicable), that is in the Receiving Party’s possession or control and (ii) CANbridge will ensure that the Designated TargetCMO returns to LogicBio or, as directed by LogicBio, destroys (and certifies such destruction in writing) all Confidential Information of LogicBio within the information disclosed to the Designated CMO under the Subsequent Manufacturing Technology Transfer (or if the Agreement is terminated with respect to one or more Targets or LB-001 but not in its entirety, all such Confidential Information of LogicBio that solely relates to the Terminated Targets or LB-001, as applicable), provided, however, that in each case (of (ai) and (bii)) with respect ), copies may be retained and stored by the Receiving Party solely for the purpose of determining its obligations under this Agreement, subject to the non-disclosure and non-use obligation under Article 10 (Confidentiality). In addition, the Receiving Party will not be required to return or destroy Confidential Information to which such noncontained in any computer system back-requesting Party does not retain rights under up records made in the surviving provisions ordinary course of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of business; provided that such Confidential Information in may not be accessed without the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Disclosing Party’s sole cost and expense, all copies of such Confidential Information in the possession prior written consent or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will be permitted to retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (B) any computer records or files containing such Confidential Information that have been created solely as required by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1Applicable Law.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one (1) or more Terminated Territories or Terminated Targets but not in its entirety, solely to the extent relating specifically and exclusively to such Terminated Territories or Terminated Targets, as applicable) to which such non-requesting other Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly as soon as reasonably practicable, destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly as soon as reasonably practicable, deliver to the requesting Party, at the non-requesting such other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of such other Party; provided, that such other [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the non-requesting PartySecurities Act of 1933, as amended. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information one (A1) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder, as required by Applicable Law, or for archival purposes and (B) purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1purpose.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination (but not expiration) of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to (a) retain such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy copies of such Confidential Information for archival purposes and (Bb) retain any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1 (Confidentiality Obligations).

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.19.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon- requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-non- requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Aa) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bb) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.19.1 (Confidentiality Obligations).

Return of Confidential Information. Upon the earlier of (a) Following the effective date of the termination of this Agreement for any reason or (b) reason, upon the expiration or termination written request of a Party, the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under shall, at the surviving provisions of this Agreement each Party will, upon and in accordance with the other requesting Party’s request in writingelection, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such [*] = 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 406 of the Securities Act of 1933, as amended. Confidential Information (Ax) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetreason, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement or under the Multi-Target Agreement, each Party willshall, upon and in accordance with the other Party’s request in writing, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.1. In addition, in the case of any expiration or termination of this Agreement, MTEM shall promptly deliver to Takeda at Takeda’s sole cost and expense any and all materials within the Takeda Program IP, including any master cell banks, working cell banks and fusion proteins that contain or encode any targeting moiety within the Takeda Program Know-How or Takeda Background Know-How.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for Subject to Section 11.3.2, upon any reason or (b) the expiration or termination of this Agreement, if requested by a Party in writing, the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under shall either, at the surviving provisions of this Agreement each Party will, upon and in accordance with the other non-requesting Party’s request in writing, eitheroption: (ia) promptly destroy all copies of such the requesting Party’s Confidential Information in the possession or under the control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or under the control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain (i) such Confidential Information (A) to the extent reasonably necessary or useful for purposes of exercising any surviving rights or performing any continuing surviving obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures; provided, but not for any other uses or purposes. All clarity, that all retained Confidential Information will shall continue to be subject to the terms provisions of this Agreement Sections 8.1 and 8.2 for the period set forth in Section 7.18.1.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetreason, in each case (of (a) and (b)) with respect to Confidential Information of the Disclosing Party to which such non-requesting the Receiving Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with the other written request of the Disclosing Party (the requesting Party), the Receiving Party (the non-requesting Party) shall use Diligent Efforts to either, at the non-requesting Party’s request in writing, eitheroption: (ia) promptly destroy all copies of such Confidential Information of the requesting Party in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ax) to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes and (By) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.110.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall either, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information (Ai) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes purposes, and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All retained or archived Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.18.1 (Confidentiality Obligations).

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Target, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willshall either, upon and in accordance with the other Party’s request in writing, either: (i) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm certify such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, the non-requesting Party will shall be permitted to retain such Confidential Information solely (Ax) to the extent necessary or reasonably useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes hereunder; and (By) as already included in any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up proceduresprocedures in the ordinary course of business, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up proceduresprocedures and available solely to such non-requesting Party’s information technology specialists (and not to its Representatives generally); but in each case ((x) and (y)), but and all other cases, not for any other uses or purposes. All Confidential Information will continue to be subject to the terms of this Agreement for the period set forth in Section 7.1.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetnon-requesting Party shall, in each case (of (a) and (b)) with respect to Confidential Information to which such non-requesting Party does not retain rights under the surviving provisions of this Agreement each Party willAgreement, upon and in accordance with at the other requesting Party’s request in writingelection, either: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting Party and confirm such destruction in writing to the requesting Party; Party or (iib) promptly deliver to the requesting Party, at the non-requesting Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting Party. Notwithstanding the foregoing, subject to the terms of the Nektar Agreement, the non-requesting Party will shall be permitted to retain (i) such Confidential Information (A) to the extent necessary or useful for purposes of performing any continuing obligations or exercising any ongoing rights hereunder and, in any event, a single copy of such Confidential Information for archival purposes or to comply with Applicable Law and (Bii) any computer records or files containing such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting Party’s standard archiving and back-up procedures, but not for any other uses or purposes. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.112.2.

Return of Confidential Information. Upon the earlier of (a) the effective date of the expiration or termination of this Agreement for any reason or (b) reason, either Party may request in writing, and the expiration or termination of the Target Exclusivity Period with respect to a Designated Targetother Party shall either, in each case (of (a) and (b)) with respect to Confidential Information (in the event of termination of this Agreement with respect to one or more terminated countries within the Territory but not in its entirety, solely to the extent relating to such terminated countries within the Territory) to which such non-requesting first Party does not retain rights under the surviving provisions of this Agreement each Party will, upon and in accordance with the other Party’s request in writing, eitherAgreement: (ia) promptly destroy all copies of such Confidential Information in the possession or control of the non-requesting other Party and confirm such destruction in writing to the requesting Party; or (iib) promptly deliver to the requesting Party, at the non-requesting other Party’s sole cost and expense, all copies of such Confidential Information in the possession or control of the non-requesting other Party. Notwithstanding ; provided, however, that the foregoing, the non-requesting other Party will shall be permitted to retain such Confidential Information (A) to for the extent necessary or useful for purposes sole purpose of performing any continuing obligations hereunder or exercising any ongoing its rights hereunder andthat survive such termination. Notwithstanding the foregoing, in any event, a single such other Party also shall be permitted to retain one (1) copy of such Confidential Information for archival purposes and (B) such additional copies of, or any computer records or files containing containing, such Confidential Information that have been created solely by such non-requesting Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such non-requesting other Party’s standard archiving and back-up procedures, but not for any other uses use or purposespurpose. All Confidential Information will shall continue to be subject to the terms of this Agreement for the period set forth in Section 7.116.3.1.