Common use of Use and Disclosure of Proprietary Information Clause in Contracts

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the confidential nature of such information and of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing PartyCompany. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information received by it under this Agreement only to which the Disclosing Party gives persons within its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives organization who have a need to know such information Proprietary Information in connection with the Purposes, or to prospective investors, lenders or acquirors as part course of the performance of their due diligence investigations, duties and in each case who are informed of bound by a written agreement, enforceable by the confidential nature Company, to protect the confidentiality of such information Proprietary Information. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or misuse of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the Company any actual or suspected violation of the terms of this Agreement. In Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Informationviolation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, Purposes and in each case who are informed of the confidential nature of such information and of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information., including, without limitation, immediate notice of breach of confidentiality and cooperation in limiting further dissemination of that information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and its Representatives shall use the Proprietary Information will cause their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and agents (“Representatives”) to hold, including any of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing aforementioned employed by a Party. Without limitation of the foregoing’s Affiliates, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any Proprietary person, and shall not, and will cause its Representatives to not, use for any purpose, other than as expressly provided for in this Agreement, any Confidential Information furnished to it by the other Party pursuant to this Agreement or any Confidential Information of the Disclosing Party; provided, however, that other Party developed as part of the activities hereunder. Each Party may use such Confidential Information only to the extent required for the purposes of this Agreement. Each Party shall disclose Confidential Information of the other Party only to its Representatives (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who have a need to know such information Confidential Information in connection with the Purposes, or to prospective investors, lenders or acquirors as part course of the performance of their due diligence investigationsduties under this Agreement, and in each case (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who agree in writing (enforceable by the other Party) to comply with the terms of this Agreement as if a party hereto or are otherwise bound by CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS obligations of confidentiality and non-use of Confidential Information at least as stringent as those set forth in this Agreement. Each Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Confidential Information, including maintaining a record of to whom Confidential Information has been disclosed, and shall be responsible to the other Party for any disclosure or misuse of Confidential Information that results from a failure to comply with the terms of this Section 15 by such information and Party or such Party’s Representatives. Each Party shall promptly report to the other Party any actual or suspected violation of the terms of this AgreementSection 15 and shall take all reasonable further steps requested by the other Party to prevent, control or remedy any such violation. In any event, the Recipient shall be responsible for any A breach of this Agreement Section 15 by any of its Representatives or either Party’s Representative shall be considered a breach by such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureitself.

Use and Disclosure of Proprietary Information. The Recipient Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and its Representatives shall use the Proprietary Information will cause their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and agents (“Representatives”) to hold, including any of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing aforementioned employed by a Party. Without limitation of the foregoing’s Affiliates, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any Proprietary person, and shall not, and will cause its Representatives to not, use for any purpose other than as expressly provided for in this Agreement, any Confidential Information furnished to it by the other Party pursuant to this Agreement or any Confidential Information of the Disclosing Party; provided, however, that other Party developed as part of the activities hereunder. Each Party may use such Confidential Information only to the extent required for the purposes of this Agreement. Each Party shall disclose Confidential Information of the other Party only to its Representatives (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who have a need to know such information Confidential Information in connection with the Purposes, or to prospective investors, lenders or acquirors as part course of the performance of their due diligence investigationsduties under this Agreement, and in each case (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who agree in writing (enforceable by the other Party) to comply with the terms of this Agreement as if a party hereto or are otherwise bound by obligations of confidentiality and non-use of Confidential Information at least as stringent as those set forth in this Agreement. Each Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Confidential Information and shall be responsible to the other Party for any CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. Page 40 of 52 disclosure or misuse of Confidential Information that results from a failure to comply with the terms of this Section 12 by such information and Party or such Party’s Representatives. Each Party shall promptly report to the other Party any actual or suspected violation of the terms of this AgreementSection 12 and shall take all reasonable further steps requested by the other Party to prevent, control or remedy any such violation. In any event, the Recipient shall be responsible for any A breach of this Agreement Section 12 by any of its Representatives or either Party’s Representative shall be considered a breach by such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureitself.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes Purposes, or in connection with a potential financing or sale of Recipient’s interest in the property affected by such Lease Transaction, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing PartyCompany. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person, whatsoever, outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that received by it under this Agreement only to persons (ia) the Recipient may make any disclosure of such information to which the Disclosing Party gives within its prior written consent; organization and (iib) any of serving as legal counsel, primary accountant, lender or potential purchaser in connection with the Proprietary Information may be disclosed by real property related to the Recipient to its Representatives Lease Transaction, in each case, who have a need to know such information Proprietary Information in connection with the Purposescourse of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall obtain from any potential purchaser or lender of the real Confidential Treatment Requested by Compass, Inc. Pursuant to 17 C.F.R. Section 200.83 property related to the Lease Transaction (or Recipient’s interest therein), a confidentiality agreement in the same form as this agreement, or such other form that is reasonably acceptable to prospective investors, lenders the Company. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or acquirors as part misuse of their due diligence investigations, and in each case who are informed of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the confidential nature of such information and Company any actual or suspected violation of the terms of this Agreement. In Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Informationviolation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulationsregulations and any court or other judicial order, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use Subject to Section 3, unless otherwise agreed to in writing by the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoingCompany, the Recipient shall agrees (a) to keep all Proprietary Information confidential and not cause to disclose or permit reverse engineering of reveal any Proprietary Information or decompilation or disassembly of to any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to person other than its Representatives who need to know such information in connection with the PurposesProprietary Information for purposes of considering, or to prospective investorsevaluating, lenders or acquirors as part of their due diligence investigations, negotiating and/or implementing a Transaction and in each case who are have been informed of the confidential nature of such information and of the terms of this Agreementletter agreement and are directed by the Recipient to comply with the terms of this letter agreement as if they were parties hereto; provided, that it shall disclose to such Representative only that portion of the Proprietary Information necessary for such Representative’s participation in the Recipient’s consideration, evaluation, negotiation and/or implementation of a Transaction (it being understood that the Recipient shall not be in violation of the foregoing proviso by virtue of a Representative of Recipient being granted access to an entire electronic data site or physical data room maintained in connection with a possible Transaction even though only a portion of the Proprietary Information contained in such electronic data site or physical data room is necessary for such Representative’s participation in the Recipient’s consideration, evaluation, negotiation and/or implementation of a Transaction), (b) not to use, and to take commercially reasonable measures to cause its Representatives not to use, Proprietary Information for any purpose other than in connection with its consideration, evaluation, negotiation and/or implementation of a Transaction and (c) except as required by law, rule, regulation, securities or share exchange or market rule, listing authority, listing agreement with any securities or share exchange or market or disclosure requirement of Law the Securities and Exchange Commission (collectively, “Law”) not to disclose to any person (other than those of its Representatives who are participating in the consideration, evaluation, negotiation and/or implementation of a Transaction) any information about a Transaction, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto, the status thereof, the fact that Proprietary Information has been made available to the Recipient or its Representatives or the terms and conditions of this letter agreement (the information described in this clause (c), the “Transaction Information”). In any eventAt a minimum, the Recipient shall treat any Proprietary Information according to the same internal security procedures and with the same degree of care regarding its secrecy and confidentiality as confidential and competitively valuable business information belonging to it is treated within its organization. SPHIL shall be responsible for any breach of the terms of this Agreement letter agreement by the Recipient or any of its Representatives or such parties, and agrees, at its sole expense, agrees to take all commercially reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized prevent (i) disclosure or use of any Proprietary Information in breach of the terms hereof and (ii) any other breach of any other provision of this letter agreement. Except as required by Law, the Company will not and will direct its Representatives not to, without the Recipient’s prior written moment, disclose to any other person (other than the Company’s Representative) the Recipient’s participation by name (or other identifying information) in connection with any possible Transaction, including identifying the Recipient by name (or other identifying information) as considering, or having negotiations or discussions regarding, or having received Proprietary InformationInformation in respect of, a possible Transaction. Notwithstanding anything contained The Company may in this Agreement its sole discretion determine whether or which Proprietary Information shall not be disclosed to the contraryRecipient due to commercial, this Agreement shall not prohibit competitive, legal or other factors. If the Recipient from disclosing Company determines (in its sole discretion) that such a course of action is appropriate for any particular Proprietary Information of as to which the Disclosing Party Company wishes to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required impose additional restrictions on disclosure to the Disclosing Party and takes reasonable and lawful actions Recipient, the parties will negotiate in good faith to avoid and/or minimize mutually agree upon appropriate procedures for the extent review of such disclosureProprietary Information, which procedures may, among other things, limit access to such Proprietary Information to a limited number of identified Representatives of the Recipient, in which case such Proprietary Information shall not be disclosed to any of the Recipient’s other Representatives.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes Purposes, or in connection with a potential financing or sale of Recipient’s interest in the property affected by such Lease Transaction, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing PartyCompany. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person, whatsoever, outside its organization, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Company. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that received by it under this Agreement only to persons (ia) the Recipient may make any disclosure of such information to which the Disclosing Party gives within its prior written consent; organization and (iib) any of serving as legal counsel, primary accountant, lender or potential purchaser in connection with the Proprietary Information may be disclosed by real property related to the Recipient to its Representatives Lease Transaction, in each case, who have a need to know such information Proprietary Information in connection with the Purposescourse of the performance of their duties and who are bound by a written agreement, enforceable by the Company, to protect the confidentiality of such Proprietary Information. The Recipient shall obtain from any potential purchaser or lender of the real property related to the Lease Transaction (or Recipient’s interest therein), a confidentiality agreement in the same form as this agreement, or such other form that is reasonably acceptable to prospective investors, lenders the Company. The Recipient shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Proprietary Information and shall be responsible to the Company for any disclosure or acquirors as part misuse of their due diligence investigations, and in each case who are informed of Proprietary Information which results from a failure to comply with this provision. The Recipient will promptly report to the confidential nature of such information and Company any actual or suspected violation of the terms of this Agreement. In Agreement and will take all reasonable further steps requested by the Company to prevent, control or remedy any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Informationviolation. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulationsregulations and any court or other judicial order, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, Purposes and in each case who are informed of the confidential nature of such information and of the terms of this AgreementAgreement and who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such partiesRepresentatives, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with a valid order of a court or other governmental body having jurisdiction or applicable laws and regulations, provided that the Recipient provides provides, when practicable, reasonable prior written notice of such required disclosure to the Disclosing Party and, at the Disclosing Party’s request and takes expense, makes a reasonable effort to assist the Disclosing Party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit Tetraphase from providing any information to AcelRx Pharmaceuticals, Inc. (“AcelR:x”) under Sections 4.4, 5.2(b) and 5.2(c) or otherwise complying with its obligations under Sections 4.4, 5.2(b) and 5.2(c) of that certain Agreement and Plan of Merger, dated March 15, 2020, among AcelRx, Consolidation Merger Sub, Inc. and Tetraphase.

Use and Disclosure of Proprietary Information. The Recipient Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and its Representatives shall use the Proprietary Information will cause their respective officers, directors, employees, agents, attorneys, accountants, consultants, advisors and agents (“Representatives”) to hold, including any of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing aforementioned employed by a Party. Without limitation of the foregoing’s Affiliates, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any Proprietary person, and shall not, and will cause its Representatives to not, use for any purpose other than as expressly provided for in this Agreement, any Confidential Information furnished to it by the other Party pursuant to this Agreement or any Confidential Information of the Disclosing Party; provided, however, that other Party developed as part of the activities hereunder. Each Party may use such Confidential Information only to the extent required for the purposes of this Agreement. Each Party shall disclose Confidential Information of the other Party only to its Representatives (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who have a need to know such information Confidential Information in connection with the Purposes, or to prospective investors, lenders or acquirors as part course of the performance of their due diligence investigationsduties under this Agreement, and in each case (ii) who are informed of the confidential nature of the Confidential Information, and (iii) who agree in writing (enforceable by the other Party) to comply with the terms of this Agreement as if a party hereto or are otherwise bound by obligations of confidentiality and non-use of Confidential Information at least as stringent as those set forth in this Agreement. Each Party shall adopt and maintain programs and procedures that are reasonably calculated to protect the confidentiality of Confidential Information and shall be responsible to the other Party for any CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS. disclosure or misuse of Confidential Information that results from a failure to comply with the terms of this Section 12 by such information and Party or such Party’s Representatives. Each Party shall promptly report to the other Party any actual or suspected violation of the terms of this AgreementSection 12 and shall take all reasonable further steps requested by the other Party to prevent, control or remedy any such violation. In any event, the Recipient shall be responsible for any A breach of this Agreement Section 12 by any of its Representatives or either Party’s Representative shall be considered a breach by such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureitself.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of obligated to maintain the confidential nature of such information and of Proprietary Information at least to the terms of this Agreement. In any event, same extent as the Recipient shall be responsible for any breach of this Agreement by any of is obligated here under; and (iii) allow Recipient and its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of reproduce the Proprietary Information only to the extent necessary to effect the Purpose, with all such reproductions being considered Proprietary Information. .. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureDisclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case who are informed of the confidential nature of such information and of the terms of this Agreement. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulations, provided that the Recipient provides prior written notice of such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes Purposes, and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. The Recipient and its Representatives shall hold in confidence, and shall not disclose to any person, except as permitted hereunder, any Proprietary Information or exploit such Proprietary Information for its own benefit or the benefit of another without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs drug products which are part of the Proprietary Information. The Recipient and shall disclose Proprietary Information received by it under this Agreement only to its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who have a need to know such information Proprietary Information in the course of the performance of their duties in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, and in each case (ii) who are informed of the confidential nature of such information the Proprietary Information and (iii) who are obligated to the Recipient to maintain Proprietary Information under terms and conditions at least as stringent as those under this Agreement. The Recipient shall be responsible to the Disclosing Party for any disclosure or misuse of Proprietary Information that results from a failure to comply with terms of this Agreement by the Recipient and/or Recipient’s Representatives. The Recipient shall promptly report to the Disclosing Party any actual or suspected violation of the terms of this Agreement. In any event, the Recipient Agreement and shall be responsible for any breach of this Agreement take all reasonable further steps requested by any of its Representatives or such parties, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with applicable laws and regulationsprevent, provided that the Recipient provides prior written notice of control or remedy any such required disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosureviolation.

Use and Disclosure of Proprietary Information. The Recipient and its Representatives shall use the Proprietary Information of the Disclosing Party only for the Purposes and such Proprietary Information shall not be used for any other purpose without the prior written consent of the Disclosing Party. Without limitation of the foregoing, the Recipient shall not cause or permit reverse engineering of any Proprietary Information or decompilation or disassembly of any software programs which are part of the Proprietary Information. The Recipient and its Representatives shall hold in confidence, and shall not disclose any Proprietary Information of the Disclosing Party; provided, however, that (i) the Recipient may make any disclosure of such information to which the Disclosing Party gives its prior written consent; and (ii) any of the Proprietary Information may be disclosed by the Recipient to its Representatives who need to know such information in connection with the Purposes, or to prospective investors, lenders or acquirors as part of their due diligence investigations, Purposes and in each case who are informed of the confidential nature of such information and of the terms of this AgreementAgreement and who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives or such partiesRepresentatives, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives and such parties from prohibited or unauthorized disclosure or use of the Proprietary Information. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing Party to the extent required in order for the Recipient to comply with a valid order of a court or other governmental body having jurisdiction or applicable laws and regulations, provided that the Recipient provides provides, when practicable, reasonable prior written notice of such required disclosure to the Disclosing Party and, at the Disclosing Party’s request and takes expense, makes a reasonable effort to assist the Disclosing Party’s reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Notwithstanding anything to the contrary herein, nothing in this Agreement shall prohibit Tetraphase from providing any information to AcelRx Pharmaceuticals, Inc. (“AcelRx”)under Sections 4.4, 5.2(b) and 5.2(c) or otherwise complying with its obligations under Sections 4.4, 5.2(b) and 5.2(c) of that certain Agreement and Plan of Merger, dated March 15, 2020, among AcelRx, Consolidation Merger Sub, Inc. and Tetraphase.