Common use of Secrecy Clause in Contracts

Secrecy. 1.1. Each of the parties agrees, during the TERM and the ADDITIONAL TERM, to hold in confidence and not disclose to any third parties, including any of the OFFERING PARTIES, except to the extent required by applicable law or administrative or judicial process, the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the contents or nature thereof, provided, that the foregoing covenant shall not be applicable to ELAN in the event that the foregoing covenant shall not be applicable to ELAN in the event that IOMED (i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELAN) any such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and ELAN determines subsequently to develop products or technologies based on such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, irrespective of whether it is reduced to patent. Each Party may make such disclosure to its directors, officers and agents and, in the case of IOMED, its potential and actual sublicensees and other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's disclosure agreements), who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 1., any whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the PRODUCTS that has been or will be communicated or delivered by ELAN to IOMED, and any information from time to time communicated or delivered by IOMED to ELAN, including without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELAN, respectively, as CONFIDENTIAL INFORMATION, and shall not be disclosed or revealed to any third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such CONFIDENTIAL INFORMATION shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATION, the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third Party, provided however, that such CONFIDENTIAL INFORMATION may be disclosed within the limits required to obtain any authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 1.4. IOMED agrees that it will not use, directly or indirectly, any ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, or other CONFIDENTIAL INFORMATION disclosed to IOMED or obtained from ELAN pursuant to this Agreement, other than as expressly provided herein. ELAN agrees that it will not use, directly or indirectly, any IOMED KNOW-HOW, IOMED PATENT RIGHTS or other CONFIDENTIAL INFORMATION disclosed to ELAN or obtained from IOMED pursuant to this Agreement, other than as expressly provided herein.

Secrecy. 1.1. Each of the parties Parties agrees, during the TERM and the ADDITIONAL TERM, TERM to hold in confidence and not disclose to any third parties, including any of the OFFERING PARTIES, except to the extent required by applicable law or administrative or judicial process, the ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS or the contents or nature thereof, provided, nature. thereof provided that the foregoing covenant shall not be applicable to ELAN in the event that the foregoing covenant shall not be applicable to ELAN DDS in the event that IOMED (i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELANDDS) any such ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS and ELAN DDS determines subsequently to develop products or technologies based on an such ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTYPATENT RIGHTS, irrespective of whether it is reduced to patent. Each Party law may make such disclosure to its directors, officers and agents and, in the case of IOMED, its potential and actual sublicensees and other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's customary confidential disclosure agreements), who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 11.1., any information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS or the PRODUCTS that has been or will be communicated or delivered by ELAN DDS to IOMED, and any information from time to time communicated or delivered by IOMED to ELANDDS, including including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELANDDS, respectively, as CONFIDENTIAL INFORMATION, and shall not be disclosed or revealed to any third Party party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such CONFIDENTIAL CONFIDENTIAL, INFORMATION shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATION, the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third Partyparty, provided provided, however, that such CONFIDENTIAL INFORMATION may be disclosed within the limits required to obtain any authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 1.41.5. IOMED agrees that it and DDS will not use, directly or indirectly, publicize the existence of this Agreement in any ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, or way without the prior written consent of the other CONFIDENTIAL INFORMATION disclosed subject to IOMED or obtained from ELAN pursuant the disclosure requirements of applicable laws and regulations. In the went that either Party wishes to this make an announcement concerning the Agreement, that Party will seek the consent of the other than as expressly provided herein. ELAN agrees that it will not useParty, directly or indirectly, The terms of any IOMED KNOW-HOW, IOMED PATENT RIGHTS or other CONFIDENTIAL INFORMATION disclosed to ELAN or obtained from IOMED pursuant to this Agreement, other than as expressly provided hereinsuch announcement be agreed in good faith.

Secrecy. 1.1. a) Each of party (the parties agrees, during “RECIPIENT”) hereby undertakes to maintain any and all “CONFIDENTIAL INFORMATION” hereunder or hereinafter supplied by the TERM and other party (the ADDITIONAL TERM“DISCLOSER”) in strictest confidentiality, to hold use it only for the purposes of this AGREEMENT and to disclose same only to its employees, outside consultants and institutes who have a need to become privy to it in confidence order to fulfill the purpose hereof and not only provided each of those recipients has entered into a written confidentiality undertaking at least as stringent as provided for in this AGREEMENT. The RECIPIENT shall also be entitled to disclose the information to any third parties, including any of the OFFERING PARTIES, except competent authorities in the TERRITORY to the extent required to apply for and obtain any REGISTRATION and the maintenance thereof. The RECIPIENT shall take all such appropriate measures to safeguard the information from any unauthorized disclosure and/or use. b) Each party undertakes not to publish or cause to be published any information or any tests, studies or results obtained with or in relation to the PRODUCT(S), including information, tests, studies or results obtained in the conduct of clinical trials or post marketing studies conducted or directly controlled by applicable law either party, without having first obtained the written consent of the other party to such publication, such consent not to be unreasonably withheld or administrative or judicial process, delayed. c) Notwithstanding anything to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the contents or nature thereof, provided, that contrary in the foregoing covenant paragraphs, RECIPIENT shall not be applicable deemed to ELAN in the event that the foregoing covenant shall not be applicable to ELAN in the event that IOMED (have breached its confidentiality obligation if RECIPIENT can establish by written records that: i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELAN) any such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and ELAN determines subsequently to develop products or technologies based on such ELAN IONTOPHORETIC INTELLECTUAL PROPERTYthe information was, irrespective at the time of whether it is reduced to patent. Each Party may make such disclosure to its directors, officers and agents andby RECIPIENT, in the case public domain; ii) the information has, subsequent to disclosure by RECIPIENT, become part of IOMEDthe public domain through no fault, its potential act, omission or violation by RECIPIENT of the confidentiality obligation; iii) the information was, at the time of disclosure by DISCLOSER, in the possession of RECIPIENT and actual sublicensees and not otherwise acquired, directly or indirectly, from DISCLOSER; and/or iv) the information has, subsequent to disclosure by DISCLOSER, been obtained by RECIPIENT from any other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's disclosure agreements)party, who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 1., any whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the PRODUCTS that has been or will be communicated or delivered by ELAN to IOMED, and any information from time to time communicated or delivered by IOMED to ELAN, including without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELAN, respectively, as CONFIDENTIAL INFORMATION, and shall not be disclosed or revealed to any third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such CONFIDENTIAL INFORMATION shall it was not be subject obtained by said third party, directly or indirectly, from DISCLOSER. d) Notwithstanding anything to the restrictions and prohibitions set forth contrary in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATIONAGREEMENT, the receiving Party confidentiality obligations shall give survive expiration or termination hereof for any reason whatsoever. Notwithstanding the disclosing Party prompt notice provisions of such fact so that the disclosing Party Article IX (a) above, each party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the disclose CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with party to its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third PartyAFFILIATES, provided howeverand, that such CONFIDENTIAL INFORMATION may be disclosed within the limits required to obtain any authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the upon prior written consent of the by such other Partyparty, which shall not be unreasonably withheld, to other third parties to the extent such disclosure is reasonably necessary to • exercise the rights granted to it, or reserved by it, under this AGREEMENT, • prosecuting or defending litigation, • complying with applicable governmental laws or regulations, • submitting information to tax or other governmental authorities or • conducting clinical trials hereunder with respect to a PRODUCT, provided that in the event of the LICENSEE conducting clinical trials hereunder the parties have mutually agreed to the LICENSEE conducting such clinical trials. e) Where the disclosing party is required by law or regulations to make any such disclosure of the CONFIDENTIAL INFORMATION of the other party within such period of time that does not reasonably allow it to obtain the prior written consent by such other party, it will use its good faith efforts to secure confidential treatment of such confidential information prior to its disclosure (whether through protective orders or otherwise) and will give notice of such disclosure to such other party immediately after such disclosure was made. For any other disclosures of the CONFIDENTIAL INFORMATION of the other party, including to AFFILIATES, the disclosing party shall ensure that the recipient thereof is bound by a written confidentiality undertaking at least as stringent as provided for in this AGREEMENT. In addition, each party may otherwise be required in connection with disclose the purposes terms of this AgreementAGREEMENT to advisors (including financial advisors, attorneys and accountants), actual or potential acquisition partners or private investors on a need to know basis, in each case under the confidentiality provisions substantially equivalent to those in this AGREEMENT unless the receiving party is subject to a professional secrecy obligation resulting from legal obligations or mandatory professional rules. 1.4. IOMED agrees that it will not use, directly or indirectly, any ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, or other CONFIDENTIAL INFORMATION disclosed to IOMED or obtained from ELAN pursuant to this Agreement, other than as expressly provided herein. ELAN agrees that it will not use, directly or indirectly, any IOMED KNOW-HOW, IOMED PATENT RIGHTS or other CONFIDENTIAL INFORMATION disclosed to ELAN or obtained from IOMED pursuant to this Agreement, other than as expressly provided herein.

Secrecy. 1.1. Each of the parties agrees, during the During AGREEMENT TERM and the ADDITIONAL TERMfor a period of [*] ([*]) years thereafter, to each PARTY shall, and shall cause its SUBLICENSEES to, hold in confidence and not disclose the CONFIDENTIAL INFORMATION disclosed to any third parties, including any of the OFFERING PARTIES, except to the extent required by applicable law or administrative or judicial process, the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the contents or nature thereof, provided, that the foregoing covenant shall not be applicable to ELAN in the event that the foregoing covenant shall not be applicable to ELAN in the event that IOMED (i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELAN) any such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and ELAN determines subsequently to develop products or technologies based on such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, irrespective of whether it is reduced to patent. Each Party may make such disclosure to its directors, officers and agents and, in the case of IOMED, its potential and actual sublicensees and other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's disclosure agreements), who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 1., any whether written or oral (oral information shall be reduced to writing within one month by the Party giving other PARTY by using the oral information and the written form shall be furnished to the other Partysame degree of care (but no less than a reasonable degree of care) pertaining to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the PRODUCTS that has been or will be communicated or delivered by ELAN to IOMED, and any information from time to time communicated or delivered by IOMED to ELAN, including without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELAN, respectively, as CONFIDENTIAL INFORMATIONwith which such PARTY maintains its own Confidential Information, and shall not be disclosed or revealed to any third Party whatsoever or used in any manner except as expressly provided for herein; provideddisclose, however, that such CONFIDENTIAL INFORMATION shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATION, the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third Partyparty, provided however, that nor use such CONFIDENTIAL INFORMATION may be disclosed within for any purpose, except pursuant to, and in order to carry out, the limits required to obtain any authorization from the FDA purposes contemplated by this Agreement or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other PartyPARTY that provided such CONFIDENTIAL INFORMATION. However, which this ARTICLE 9 shall not be unreasonably withheld, or as may otherwise be required apply to the following information: [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. i) such CONFIDENTIAL INFORMATION which is a part of the public domain prior to the disclosure by the disclosing party to the receiving party hereunder; ii) such CONFIDENTIAL INFORMATION which becomes a part of public domain after the disclosure by the disclosing party hereunder without any breach of this Agreement by the receiving party; iii) such CONFIDENTIAL INFORMATION which the receiving party can demonstrate was already in its possession prior to the disclosure by the disclosing party hereunder and at its free disposal; iv) such CONFIDENTIAL INFORMATION which is disclosed to the receiving party by a third party who has the right to make such a disclosure; or v) such CONFIDENTIAL INFORMATION which the receiving party can demonstrate was developed by it without reference to the CONFIDENTIAL INFORMATION disclosed to it by the disclosing party. Nothing contained herein shall prevent either PARTY and its SUBLICENSEES from disclosing such CONFIDENTIAL INFORMATION to the extent that (a) such CONFIDENTIAL INFORMATION is disclosed in connection with the purposes securing of HEALTH REGISTRATION in the TERRITORY and/or other governmental approval required to commercially market the PRODUCT, provided that the disclosing party shall take all reasonable steps to seek confidential treatment thereof; or (b) such CONFIDENTIAL INFORMATION is required to be disclosed by law for the purpose of complying with governmental regulations, provided that such a party shall give the other party prior written notice thereof and adequate opportunity to object to any such disclosure or to take all reasonable steps to seek confidential treatment thereof; (c) such CONFIDENTIAL INFORMATION is disclosed under appropriate secrecy agreement to AFFILIATES, or to SUBLICENSEES, consultants, outside contractors, clinical investigators and outside research institutions performing experiments, tests and studies on the COMPOUND and/or the PRODUCT so as to perform the purpose of this Agreement. 1.4. IOMED agrees that it will not use; or (d) such CONFIDENTIAL INFORMATION is disclosed to investors or potential investors, directly or indirectlylenders, any ELAN IONTOPHORETIC INTELLECTUAL PROPERTYand other potential financing sources, or other CONFIDENTIAL INFORMATION disclosed to IOMED a third party in connection with a merger or obtained from ELAN pursuant acquisition or proposed merger or acquisition or a license or proposed license of the technology or intellectual property licensed hereunder, and to this Agreementaffiliates, other than as expressly provided herein. ELAN agrees that it will not useattorneys, directly or indirectlyaccountants, any IOMED KNOW-HOWstockholders, IOMED PATENT RIGHTS investment bankers, advisers or other CONFIDENTIAL INFORMATION disclosed consultants of the foregoing, in each case provided that the PERSON to ELAN which such disclosure is made is obligated by written agreement to keep such information confidential on essentially the same terms as set forth herein and to use such Confidential Information solely to evaluate such investment, financing, acquisition, merger or obtained from IOMED pursuant to this Agreement, other than as expressly provided hereinlicense.

Secrecy. 1.1. Each 10.1 Company shall maintain and preserve during the term of this Agreement the confidentiality of all information, including information relating to the Product, which is disclosed to Company pursuant to or in connection with this Agreement (whether orally, electronically or in writing and whether or not such information is expressly stated to be 10.2 Confidential information shall not include information which a) at the time of disclosure is in the public domain; b) becomes, by publication or otherwise, part of the parties agreespublic domain after disclosure, during except by breach of its confidentiality obligations by the TERM and Receiving Party; c) the ADDITIONAL TERM, to hold Receiving Party can prove was in confidence and not disclose to any third parties, including any its possession at the time of disclosure by or on behalf of the OFFERING PARTIESDisclosing Party and was not acquired, except to directly or indirectly, from the extent required by applicable law or administrative or judicial process, Disclosing Party; d) the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the contents or nature thereof, provided, that the foregoing covenant shall not be applicable to ELAN in the event that the foregoing covenant shall not be applicable to ELAN in the event that IOMED (i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELAN) any such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY and ELAN determines subsequently to develop products or technologies based on such ELAN IONTOPHORETIC INTELLECTUAL PROPERTY, irrespective of whether it is reduced to patent. Each Receiving Party may make such disclosure to its directorsreceive from a third party, officers and agents and, in the case of IOMED, its potential and actual sublicensees and other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's disclosure agreements), who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 1., any whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the ELAN IONTOPHORETIC INTELLECTUAL PROPERTY or the PRODUCTS that has been or will be communicated or delivered by ELAN to IOMED, and any information from time to time communicated or delivered by IOMED to ELAN, including without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELAN, respectively, as CONFIDENTIAL INFORMATION, and shall not be disclosed or revealed to any third Party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such CONFIDENTIAL INFORMATION shall Confidential Information was not be subject to the restrictions and prohibitions set forth in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information obtained by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATION, the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third Party, provided however, that such CONFIDENTIAL INFORMATION may be disclosed within the limits required to obtain any authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 1.4. IOMED agrees that it will not useparty, directly or indirectly, from the Disclosing Party; or e) the Receiving Party may be under an obligation to disclose to any ELAN IONTOPHORETIC INTELLECTUAL PROPERTYcompetent government, regulatory authority or court. Such disclosure shall not constitute a breach of this Agreement provided that the Party disclosing under this Article 10.2 promptly notifies the other CONFIDENTIAL INFORMATION when such obligation arises to enable the other Party to seek an appropriate protective order and to make known to the said government, regulatory authority or court the proprietary nature of the Confidential Information and to make any applicable claim of confidentiality. The foregoing exceptions shall not apply to any combination of features or combination of items constituting Confidential Information merely because one or more of the individual features or individual items (but not the combination itself) fall within any one or more of such exceptions. 10.3 Upon termination of this Agreement (by whomsoever and for whatsoever reason) the Receiving Party at the discretion of the Disclosing Party shall a) cause all disclosed information in whatever medium the same is recorded or held to IOMED be returned or obtained destroyed according to the direction of the Disclosing Party, and; b) not disclose or make or allow any further use of any disclosed information either directly or indirectly until the expiry of 10 years from ELAN pursuant to the termination of this Agreement, other than as expressly provided herein. ELAN agrees It is understood that it will not use, directly or indirectly, any IOMED KNOW-HOW, IOMED PATENT RIGHTS or other CONFIDENTIAL INFORMATION disclosed to ELAN or obtained from IOMED pursuant to this Article 10 shall survive the termination of this Agreement, other than as expressly provided herein.

Secrecy. 1.1. Each of the parties Parties agrees, during the TERM and the ADDITIONAL TERM, TERM to hold in confidence and not disclose to any third parties, including any of the OFFERING PARTIES, except to the extent required by applicable law or administrative or judicial process, the ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS or the contents or nature thereof, provided, nature. thereof provided that the foregoing covenant shall not be applicable to ELAN in the event that the foregoing covenant shall not be applicable to ELAN DDS in the event that IOMED (i) abandons or (ii) ceases to develop or commercialize (and provides notice thereof to ELANDDS) any such ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS and ELAN DDS determines subsequently to develop products or technologies based on an such ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTYPATENT RIGHTS, irrespective of whether it is reduced to patent. Each Party law may make such disclosure to its directors, officers and agents and, in the case of IOMED, its potential and actual sublicensees and other parties to whom such disclosure is appropriate to enable IOMED to conduct its regular business (each of whom shall be bound by IOMED's customary confidential disclosure agreements), who shall be informed of such confidentiality obligation and for whose breach the disclosing party shall be responsible. 1.2. Subject to the provisions of Paragraph 1. 11.1., any information, whether written or oral (oral information shall be reduced to writing within one month by the Party giving the oral information and the written form shall be furnished to the other Party) pertaining to the ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTY PATENT RIGHTS or the PRODUCTS that has been or will be communicated or delivered by ELAN DDS to IOMED, and any information from time to time communicated or delivered by IOMED to ELANDDS, including including, without limitation, trade secrets, business methods, and cost, supplier, manufacturing and customer information, shall be treated by IOMED and ELANDDS, respectively, as CONFIDENTIAL INFORMATION, and shall not be disclosed or revealed to any third Party party whatsoever or used in any manner except as expressly provided for herein; provided, however, that such CONFIDENTIAL CONFIDENTIAL, INFORMATION shall not be subject to the restrictions and prohibitions set forth in this section to the extent that such CONFIDENTIAL INFORMATION: 1.2.1. is available to the public in public literature or otherwise, or after disclosure by one Party to the other becomes public knowledge through no default of the Party receiving such information; or 1.2.2. was known to the Party receiving such information prior to the receipt of such information by such Party, whether received before or after the date of this Agreement; or 1.2.3. is obtained by the Party receiving such information from a third party not subject to a requirement of confidentiality with respect to such information; or 1.2.4. is required to be disclosed pursuant to: (A) any order of a court having jurisdiction and power to order such information to be released or made public; or (B) other requirement of law, provided that if the receiving Party becomes legally required to disclose any CONFIDENTIAL INFORMATION, the receiving Party shall give the disclosing Party prompt notice of such fact so that the disclosing Party may obtain a protective order or other appropriate remedy concerning any such disclosure. The receiving Party shall fully cooperate with the disclosing Party in connection with the disclosing Party's efforts to obtain any such order or other remedy. If any such order or other remedy does not fully preclude disclosure, the receiving Party shall make such disclosure only to the extent that such disclosure is legally required; or 1.2.5. is independently developed by or for the Party by persons not having access to the CONFIDENTIAL INFORMATION of the other Party. 1.3. Each Party shall take all such precautions as it normally takes with its own CONFIDENTIAL INFORMATION to prevent any improper disclosure of such CONFIDENTIAL INFORMATION to any third Partyparty, provided provided, however, that such CONFIDENTIAL INFORMATION may be disclosed within the limits required to obtain any authorization from the FDA or any other United States of America or foreign governmental or regulatory agency or, with the prior written consent of the other Party, which shall not be unreasonably withheld, or as may otherwise be required in connection with the purposes of this Agreement. 1.4. IOMED agrees that it will not use, directly or indirectly, any ELAN DDS IONTOPHORETIC INTELLECTUAL PROPERTYPATENT RIGHTS, or other CONFIDENTIAL INFORMATION disclosed to IOMED or obtained from ELAN DDS pursuant to this Agreement, other than as expressly provided herein. ELAN DDS agrees that it will not use, directly or indirectly, any IOMED KNOW-HOW, IOMED PATENT RIGHTS or other CONFIDENTIAL INFORMATION disclosed to ELAN DDS or obtained from IOMED pursuant to this Agreement, other than as expressly provided herein. 1.5. IOMED and DDS will not publicize the existence of this Agreement in any way without the prior written consent of the other subject to the disclosure requirements of applicable laws and regulations. In the went that either Party wishes to make an announcement concerning the Agreement, that Party will seek the consent of the other Party, The terms of any such announcement be agreed in good faith.