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

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information to the Receiving Party’s employees, agents, representatives, consultants and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary information, but in no event less than reasonable care and adequate measures, to protect the security of the Proprietary Information of the Disclosing Party and to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement. 2.4 In the event that the Receiving Party is required by law to make any disclosure of any of the Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protection.

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information Except to the Receiving Party’s extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and will cause their respective officers, directors, employees, agents, representativesattorneys, consultants accountants, consultants, advisors and contractors agents (“Representatives”) to hold, including any of the aforementioned employed by a Party’s Affiliates, in confidence, and not disclose to any 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 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) who are required have a need to have access to know such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Confidential Information in the manner course of the performance of their duties under this Agreement, (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. 2.2 The Receiving . Each Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of measures adopt and maintain programs and procedures that the Receiving Party uses are reasonably calculated to protect the Receiving Party’s own proprietary informationconfidentiality of Confidential Information, but in no event less than reasonable care and adequate measures, including maintaining a record of to protect the security of the Proprietary whom Confidential Information of the Disclosing Party and to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement. 2.4 In the event that the Receiving Party is required by law to make any disclosure of any of the Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Partyhas been disclosed, and shall permit be responsible to the Disclosing 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 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 Section 15 and shall take all reasonable further steps requested by the other Party to intervene in prevent, control or remedy any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing such violation. A breach of this Section 15 by either Party’s Representative shall be considered a breach by such Party in seeking to obtain such protectionitself.

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information Except to the Receiving Party’s extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties, each Party agrees to hold, and will cause their respective officers, directors, employees, agents, representativesattorneys, consultants accountants, consultants, advisors and contractors agents (“Representatives”) to hold, including any of the aforementioned employed by a Party’s Affiliates, in confidence, and not disclose to any 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 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) who are required have a need to have access to know such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Confidential Information in the manner course of the performance of their duties under this Agreement, (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. 2.2 The Receiving . Each Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of measures adopt and maintain programs and procedures that the Receiving Party uses are reasonably calculated to protect the Receiving 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 Party or such Party’s own proprietary information, but in no event less than reasonable care and adequate measures, Representatives. Each Party shall promptly report to protect the security other Party any actual or suspected violation of the Proprietary Information of the Disclosing Party and to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation terms of this Agreement. 2.4 In the event that the Receiving Party is required by law to make any disclosure of any of the Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, Section 12 and shall permit take all reasonable further steps requested by the Disclosing other Party to intervene in prevent, control or remedy any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing such violation. A breach of this Section 12 by either Party’s Representative shall be considered a breach by such Party in seeking to obtain such protectionitself.

Use and Disclosure of Proprietary Information. 2.1 The (i) A Receiving Party shall safeguard the Proprietary Information by using at least those efforts used in the protection of its own proprietary information to prevent its disclosure to or use by third parties, provided that such standard of care is no less than reasonable care under the circumstances. A Receiving Party shall not disclose Disclosing Party’s Proprietary Information to a third party without obtaining written permission from a Disclosing Party prior to said disclosure. (ii) A Receiving Party shall use such Proprietary Information only for the mutual benefit of the parties and in performance of this Agreement. A Receiving Party shall not use such Proprietary Information for any other purpose, such as competing with a Disclosing Party. (iii) In the event that a Disclosing Party furnishes sample products or other equipment or material (“Items”) to a Receiving Party, which are suitably marked to identify them as encompassing Proprietary Information of a Disclosing party, the Items so received shall be used and the Proprietary Information derived from said Items shall be treated as proprietary Information transferred pursuant to this Agreement. A Receiving Party agrees not to cause or permit the reverse engineering, reverse assembly, or reverse compilation of the Items. (iv) Access to Proprietary Information for a Receiving Party shall be available only to persons in a bona fide employee status of a Receiving Party. Disclosure to all other parties, including consultants and divisions, subsidiaries and affiliates of a Receiving Party other than identified in this Agreement, shall be treated as disclosures to a third party in accordance with the terms of this Agreement. Notwithstanding the above, a Receiving Party may only use the disclose Proprietary Information to its contract labor personnel having a need-to- know for the purpose purposes of evaluating or operating pursuant this Agreement, provided that the contract labor personnel are under an obligation to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the hold such Proprietary Information of the Disclosing Party, other than furnishing in confidence and an obligation not to disclosure such Proprietary Information to third parties under terms and conditions at least as restrictive as the Receiving Party’s employees, agents, representatives, consultants terms and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary information, but in no event less than reasonable care and adequate measures, to protect the security of the Proprietary Information of the Disclosing Party and to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation conditions of this Agreement. 2.4 In (v) No information shall be transferred by either party to the event that other unless in full compliance with the Receiving Party is required by law to make any disclosure of any Export Control Laws and Regulations of the Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, transferring party’s government and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protectioncountry.

Use and Disclosure of Proprietary Information. 2.1 The (i) A Receiving Party shall safeguard the Proprietary Information by using at least those efforts used in the protection of its own proprietary information to prevent its disclosure to or use by third parties, provided that such standard of care is no less than reasonable care under the circumstances. A Receiving Party shall not disclose Disclosing Party’s Proprietary Information to a third party without obtaining written permission from a Disclosing Party prior to said disclosure. (ii) A Receiving Party shall use such Proprietary Information only for the mutual benefit of the parties and in performance of this Agreement. A Receiving Party shall not use such Proprietary Information for any other purpose, such as competing with a Disclosing Party. (iii) In the event that a Disclosing Party furnishes sample products or other equipment or material (“Items”) to a Receiving Party, which are suitably marked to identify them as encompassing Proprietary Information of a Disclosing party, the Items so received shall be used and the Proprietary Information derived from said Items shall be treated as proprietary Information transferred pursuant to this Agreement. A Receiving Party agrees not to cause or permit the reverse engineering, reverse assembly, or reverse compilation of the Items. (iv) Access to Proprietary Information for a Receiving Party shall be available only to persons in a bona fide employee status of a Receiving Party. Disclosure to all other parties, including consultants and divisions, subsidiaries and affiliates of a Receiving Party other than identified in this Agreement, shall be treated as disclosures to a third party in accordance with the terms of this Agreement. Notwithstanding the above, a Receiving Party may only use the disclose Proprietary Information to its contract labor personnel having a need-to-know for the purpose purposes of evaluating or operating pursuant this Agreement, provided that the contract labor personnel are under an obligation to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the hold such Proprietary Information of the Disclosing Party, other than furnishing in confidence and an obligation not to disclosure such Proprietary Information to third parties under terms and conditions at least as restrictive as the Receiving Party’s employees, agents, representatives, consultants terms and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary information, but in no event less than reasonable care and adequate measures, to protect the security of the Proprietary Information of the Disclosing Party and to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation conditions of this Agreement. 2.4 In (v) No information shall be transferred by either party to the event that other unless in full compliance with the Receiving Party is required by law to make any disclosure of any Export Control Laws and Regulations of the Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, transferring party’s government and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protectioncountry.

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only Recipient and its Representatives shall use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information to the Receiving Party’s employees, agents, representatives, consultants and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of only for the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of 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 any Proprietary Information of the Receiving Disclosing Party’s business; provided, or otherwise use 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 and who are informed of the confidential nature of such information and of the terms of this Agreement and who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent breach of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary informationthis Agreement by any of its Representatives, but in no event less than reasonable care and adequate measuresagrees, at its sole expense, to protect the security take reasonable measures to restrain its Representatives 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 to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement. 2.4 In the event regulations, provided that the Receiving Party is required by law to make any disclosure of any of the Proprietary Information of the Disclosing PartyRecipient provides, by subpoenawhen practicable, judicial or administrative order or otherwise, the Receiving Party shall first give reasonable prior written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance required disclosure to the Disclosing Party and, at the Disclosing Party’s request and 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 seeking this Agreement shall prohibit Tetraphase from providing any information to obtain such protectionAcelRx 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. 2.1 The Receiving Party may only use Subject to Section 3, unless otherwise agreed to in writing by the Company, the Recipient agrees (a) to keep all Proprietary Information confidential and not to disclose or reveal any Proprietary Information to any person other than its Representatives who need to know the Proprietary Information for purposes of considering, evaluating, negotiating and/or implementing a Transaction and who have been informed of the purpose terms of evaluating or operating pursuant this letter agreement and are directed by the Recipient to a business relationship or potential business relationship between comply with the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and terms of this letter agreement as if they were parties hereto; provided, that it shall not disclose, publish, divulge, furnish or make accessible disclose to anyone any 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 Disclosing Party, other than furnishing such Proprietary Information to the Receiving Party’s employees, agents, representatives, consultants and contractors who are required to have foregoing proviso by virtue of a Representative of Recipient being granted access to such Proprietary Information an entire electronic data site or physical data room maintained in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any a possible Transaction even though only a portion of the Proprietary Information of the Disclosing Party contained in any of the Receiving Partysuch electronic data site or physical data room is necessary for such Representative’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information participation in the Receiving PartyRecipient’s businessconsideration, or otherwise use any evaluation, negotiation and/or implementation of the 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 for 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 Permitted Purpose. 2.3 The Receiving Party shall use Securities and Exchange Commission (collectively, “Law”) not to disclose to any person (other than those of its Representatives who are participating in the equivalent consideration, evaluation, negotiation and/or implementation of measures 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 Receiving Party uses to protect status thereof, the Receiving Party’s own proprietary information, but in no event less than reasonable care and adequate measures, to protect the security of 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 Disclosing Party and to ensure that information described in this clause (c), the “Transaction Information”). At 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 Disclosing Party is not disclosed or otherwise made available to other persons or used in violation terms of this Agreement. 2.4 In letter agreement by the event that Recipient or any of its Representatives and agrees to take all commercially reasonable measures to prevent (i) disclosure or use of any Proprietary Information in breach of the Receiving Party is terms hereof and (ii) any other breach of any other provision of this letter agreement. Except as required by law Law, the Company will not and will direct its Representatives not to, without the Recipient’s prior written moment, disclose to make 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 Information in respect of, a possible Transaction. The Company may in its sole discretion determine whether or which Proprietary Information shall not be disclosed to the Recipient due to commercial, competitive, legal or other factors. If the Company determines (in its sole discretion) that such a course of action is appropriate for any particular Proprietary Information as to which the Company wishes to impose additional restrictions on disclosure to the Recipient, the parties will negotiate in good faith to mutually agree upon appropriate procedures for the review of such Proprietary 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 Proprietary Information of the Disclosing Party, by subpoena, judicial or administrative order or otherwise, the Receiving Party shall first give written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance to the Disclosing Party in seeking to obtain such protectionRecipient’s other Representatives.

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only Recipient and its Representatives shall use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information to the Receiving Party’s employees, agents, representatives, consultants and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of such Proprietary Information in the Receiving Party’s business, or otherwise use any of the Proprietary Information for any purpose other than only for the Permitted Purpose. 2.3 purpose of evaluating the feasibility of a Transaction. The Receiving Party shall use the equivalent of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary information, but in no event less than reasonable care and adequate measures, to protect the security of the Recipient may disclose Proprietary Information of the Disclosing Party only to those employees of the Recipient who need to know such information in connection with the Recipient’s evaluation of a Transaction and who are informed of the confidential nature of such information and of the terms of this Agreement. The Recipient shall hold in confidence, and shall not disclose to ensure that anyone not employed by the Recipient, any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement.Party; provided, however, that 2.4 In (i) the event that the Receiving Party is required by law to 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 Recipient’s evaluation of a Transaction and who are informed of the confidential nature of such information and of the terms of this Agreement. In any event, the Recipient shall be liable to the Disclosing Party for any use or disclosure of Proprietary Information by any of its Representatives that, if done by the Recipient, would be a breach of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not prohibit the Recipient from disclosing Proprietary Information of the Disclosing PartyParty to the extent required in order for the Recipient to comply with applicable laws and regulations, by subpoena, judicial or administrative order or otherwise, provided that the Receiving Party shall first give Recipient provides prior written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance required disclosure to the Disclosing Party in seeking and takes reasonable and lawful actions to obtain avoid and/or minimize the extent of such protectiondisclosure.

Use and Disclosure of Proprietary Information. 2.1 The Receiving Party may only Recipient and its Representatives shall use the Proprietary Information for the purpose of evaluating or operating pursuant to a business relationship or potential business relationship between the Receiving Party and the Disclosing Party (the “Permitted Purpose”). The Receiving Party must keep secret and shall not disclose, publish, divulge, furnish or make accessible to anyone any of the Proprietary Information of the Disclosing Party, other than furnishing such Proprietary Information to the Receiving Party’s employees, agents, representatives, consultants and contractors who are required to have access to such Proprietary Information in connection with the Permitted Purpose during the time that the Receiving Party is permitted to retain such Proprietary Information hereunder; provided that such persons are bound by written agreements respecting the Proprietary Information in the manner set forth in this Agreement. 2.2 The Receiving Party shall not embody any of the Proprietary Information of the Disclosing Party in any of only for the Receiving Party’s products, processes or services, or duplicate, copy or exploit any of 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 any Proprietary Information of the Receiving Disclosing Party’s business; provided, or otherwise use 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 and who are informed of the confidential nature of such information and of the terms of this Agreement and who are bound to maintain the confidentiality of such information. In any event, the Recipient shall be responsible for any purpose other than for the Permitted Purpose. 2.3 The Receiving Party shall use the equivalent breach of measures that the Receiving Party uses to protect the Receiving Party’s own proprietary informationthis Agreement by any of its Representatives, but in no event less than reasonable care and adequate measuresagrees, at its sole expense, to protect the security take reasonable measures to restrain its Representatives 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 to ensure that any Proprietary Information of the Disclosing Party is not disclosed or otherwise made available to other persons or used in violation of this Agreement. 2.4 In the event regulations, provided that the Receiving Party is required by law to make any disclosure of any of the Proprietary Information of the Disclosing PartyRecipient provides, by subpoenawhen practicable, judicial or administrative order or otherwise, the Receiving Party shall first give reasonable prior written notice of such requirement to the Disclosing Party, and shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Proprietary Information, and provide full cooperation and assistance required disclosure to the Disclosing Party and, at the Disclosing Party’s request and 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 seeking this Agreement shall prohibit Tetraphase from providing any information to obtain such protectionAcelRx 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.