Common use of Confidential Information; Exceptions Clause in Contracts

Confidential Information; Exceptions. At all times before the effectiveness of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall not disclose any such Confidential Information to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not disclose such Confidential Information to any employee, agent, attorney, consultant, or Affiliate who does not have a reasonable need for such information for the foregoing purposes. Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature to prevent unauthorized disclosures or uses of the Confidential Information, but no less than reasonable care. The Receiving Party shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, as shown by Xxxxxx Estate through competent proof:

Confidential Information; Exceptions. At all times before the effectiveness of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall not disclose any such Confidential Information to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not disclose such Confidential Information to any employee, agent, attorney, consultant, or Affiliate who does not have a reasonable need for such information for the foregoing purposes. Disclosures to such persons with a reasonable need for the information are only permitted Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the person is subject Term and for a period of [*****] thereafter, the Parties hereby agree to binding obligations hold in strict confidence and not publish, disclose or transfer, directly or indirectly, or use for any purpose other than as provided for in this Agreement any information and materials furnished to it by or on behalf of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature to prevent unauthorized disclosures or uses of the Confidential Information, but no less than reasonable care. The Receiving Party shall promptly notify the other Party upon discovery or its Affiliates or generated pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of any unauthorized use a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure of or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally will not be required to be identified as such to be considered Confidential Information. After The terms of this Agreement shall be deemed to be the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s of both Parties. Notwithstanding the foregoing, Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall will not include any information whichto the extent that it can be established by written documentation by the receiving Party that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure, (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party, (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as shown demonstrated by Xxxxxx Estate through competent proof:written documentation prepared contemporaneously with such independent development; or (e) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party who had no obligation to the disclosing Party not to disclose such information to others.

Confidential Information; Exceptions. At Each Party (in such capacity, “Recipient”) will, and will ensure that its employees, contractors, representatives and agents (“Representatives”) will,: (a) maintain all times before the effectiveness Confidential Information of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: other Party (i) each Party that has received Confidential Information from the other (the in such capacity, “Receiving PartyDiscloser”) shall maintain all such Confidential Information in trust and confidence and shall confidence; (b) not disclose any such Confidential Information of the Discloser to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not that a Recipient may disclose such Confidential Information to any employeethose of its Representatives, agent, attorney, consultant, or Affiliate its Affiliates and and its Affiliates’ Representatives who does not have a reasonable need for require such information for the foregoing purposes. Disclosures in order to such persons with perform a reasonable need for the information Recipient’s obligations or exercise Recipient’s rights under this Agreement and who are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as materially similar to those of this Article 8ARTICLE 6); (c) not disclose or use any Confidential Information of Discloser for any purposes other than to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement; (d) not use any Confidential Information of Discloser for any purpose or in any manner that would constitute a violation of any applicable governmental laws, rules, regulations, or orders, including without limitation the export control laws of the United States; and (e) not reproduce any Confidential Information of Discloser in any form except as required to perform Recipient’s obligations or exercise its rights under this Agreement. The Receiving Party shall Each Recipient will use at least the same standard of care as it uses to protect its own confidential information Confidential Information of a similar nature to prevent unauthorized disclosures or uses of the Confidential InformationInformation of Discloser, but in any event Recipient will use no less than commercially reasonable carecare to achieve such objectives. The Receiving Party shall Recipient will promptly notify the other Party Discloser upon discovery of any unauthorized use or disclosure of the Confidential InformationInformation of Discloser. After The Parties agree that the assignment hereunder material financial, commercial, scientific and technical terms of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Agreement will be considered Confidential Information becomes Assignee’s Confidential Information protected under this Articleof both Parties. Notwithstanding the foregoing, the confidentiality obligations either Party may provide a copy of this Article Agreement or otherwise disclose such terms to bona fide potential corporate partners, potential investors or merger or acquisition partners, and to commercial lenders, financial underwriters, investment bankers and legal and financial advisors, provided that all such disclosures shall apply be made only to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, such Parties on a confidential basis that is at least as shown by Xxxxxx Estate through competent proof:protective and restrictive as this Section 6.1.

Confidential Information; Exceptions. At Each Party will, and will use commercially reasonable efforts to ensure that its employees will: (a) maintain all times before the effectiveness Confidential Information of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each other Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall confidence; (b) not disclose any such Confidential Information of the other Party to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving that a Party shall not may disclose such Confidential Information to any employeethose of its employees, agentagents, attorneyindependent contractors, consultantAffiliates, or Affiliate sublicensees who does not have a reasonable need for require such information for the foregoing purposes. Disclosures in order to such persons with a reasonable need for the information perform under this Agreement and who are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 89); (c) not disclose or use any Confidential Information of the other Party for any purposes other than those necessary or permitted for performance under this Agreement; (d) not use any Confidential Information of the other Party for any purpose or in any manner that would constitute a violation of any applicable governmental laws, rules, regulations, or orders, including without limitation the export control laws of the United States; and (e) not reproduce any Confidential Information of the other Party in any form except as required to perform in accordance with this Agreement. The Receiving Each Party shall will use at least the same standard of care as it uses to protect its own confidential information Confidential Information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the Confidential Informationother Party, but in any event each Party will use no less than commercially reasonable carecare to achieve such objectives. The Receiving Each Party shall will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After the assignment hereunder Information of the Transferred Patents other Party. The Parties agree that the material financial, commercial, scientific and Transferred Know-How becomes effective and technical terms of the Xxxxxx Agreement will be considered Confidential Information becomes Assignee’s Confidential Information protected of both Parties. Notwithstanding the foregoing, either Party may disclose such terms to bona fide potential corporate partners, potential investors or merger or acquisition partners, and to commercial lenders, financial underwriters, investment bankers and legal and financial advisors, provided that all such disclosures shall be made only to such Parties under this Article, the confidentiality commercially reasonable obligations of confidentiality no less protective than the obligations set forth in this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, as shown by Xxxxxx Estate through competent proof:9.

Confidential Information; Exceptions. At Each Party (in such capacity, “Recipient”) will, and will ensure that its employees, contractors, representatives and agents (“Representatives”) will,: (a) maintain all times before the effectiveness Confidential Information of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: other Party (i) each Party that has received Confidential Information from the other (the in such capacity, “Receiving PartyDiscloser”) shall maintain all such Confidential Information in trust and confidence and shall confidence; (b) not disclose any such Confidential Information of the Discloser to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not that a Recipient may disclose such Confidential Information to any employeethose of its Representatives, agent, attorney, consultant, or Affiliate its Affiliates and its Affiliates’ Representatives who does not have a reasonable need for require such information for the foregoing purposes. Disclosures in order to such persons with perform a reasonable need for the information Recipient’s obligations or exercise Recipient’s rights under this Agreement and who are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as materially similar to those of this Article 8ARTICLE 6); (c) not disclose or use any Confidential Information of Discloser for any purposes other than to perform a Recipient’s obligations or exercise Recipient’s rights under this Agreement; (d) not use any Confidential Information of Discloser for any purpose or in any manner that would constitute a violation of any applicable governmental laws, rules, regulations, or orders, including without limitation the export control laws of the United States; and (e) not reproduce any Confidential Information of Discloser in any form except as required to perform Recipient’s obligations or exercise its rights under this Agreement. The Receiving Party shall Each Recipient will use at least the same standard of care as it uses to protect its own confidential information Confidential Information of a similar nature to prevent unauthorized disclosures or uses of the Confidential InformationInformation of Discloser, but in any event, Recipient will use no less than commercially reasonable carecare to achieve such objectives. The Receiving Party shall Recipient will promptly notify the other Party Discloser upon discovery of any unauthorized use or disclosure of the Confidential InformationInformation of Discloser. After The Parties agree that the assignment hereunder material financial, commercial, scientific, and technical terms of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Agreement will be considered Confidential Information becomes Assignee’s Confidential Information protected under this Articleof both Parties. Notwithstanding the foregoing, the confidentiality obligations either Party may provide a copy of this Article Agreement or otherwise disclose such terms to bona fide potential corporate partners, potential investors or merger or acquisition partners, and to commercial lenders, financial underwriters, investment bankers and legal and financial advisors, provided that all such disclosures shall apply be made only to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, such Parties on a confidential basis that is at least as shown by Xxxxxx Estate through competent proof:protective and restrictive as this Section 6.1.

Confidential Information; Exceptions. At Each Party will, and will use commercially reasonable efforts to ensure that its employees will: (a) maintain all times before the effectiveness Confidential Information of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each other Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall confidence; (b) not disclose any such Confidential Information of the other Party to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving that a Party shall not may disclose such Confidential Information to any employeethose of its employees, agentagents, attorneyindependent contractors, consultantAffiliates, or Affiliate sublicensees who does not have a reasonable need for require such information for the foregoing purposes. Disclosures in order to such persons with a reasonable need for the information perform under this Agreement and who are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8Section 10); (c) not disclose or use any Confidential Information of the other Party for any purposes other than those necessary or permitted for performance under this Agreement; (d) not use any Confidential Information of the other Party for any purpose or in any manner that would constitute a violation of any applicable governmental laws, rules, regulations, or orders, including without limitation the export control laws of the United States; and (e) not reproduce any Confidential Information of the other Party in any form except as required to perform in accordance with this Agreement. The Receiving Each Party shall will use at least the same standard of care as it uses to protect its own confidential information Confidential Information of a similar nature to prevent unauthorized disclosures or uses of Confidential Information of the Confidential Informationother Party, but in any event each Party will use no less than commercially reasonable carecare to achieve such objectives. The Receiving Each Party shall promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After the assignment hereunder of the Transferred Patents and Transferred Knowwill [ * ]=CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s Confidential Information protected under this Articleb2 OF THE SECURITIES EXCHANGE ACT OF 1934, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which, as shown by Xxxxxx Estate through competent proof:AS AMENDED.

Confidential Information; Exceptions. At all times before the effectiveness of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall not disclose any such Confidential Information to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not disclose such Confidential Information to any employee, agent, attorney, consultant, or Affiliate who does not have a reasonable need for such information for the foregoing purposes. Disclosures to such persons with a reasonable need for the information are only permitted Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the person is subject Term and for a period of [*****] thereafter, the Parties hereby agree to binding obligations hold in strict confidence and not publish, disclose or transfer, directly or indirectly, or use for any purpose other than as provided for in this Agreement any information and materials furnished to it by or on behalf of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature to prevent unauthorized disclosures or uses of the Confidential Information, but no less than reasonable care. The Receiving Party shall promptly notify the other Party upon discovery or its Affiliates or generated pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of any unauthorized use a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure of or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally will not be required to be identified as such to be considered Confidential Information. After The terms of this Agreement shall be deemed to be the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s of both Parties. Notwithstanding the foregoing, Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall will not include any information whichto the extent that it can be established by written documentation by the receiving Party that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure, (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party, (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as shown demonstrated by Xxxxxx Estate through competent proof:written documentation prepared contemporaneously with such independent development; or (e) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party who had no obligation to the disclosing Party not to disclose such information to others. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Confidential Information; Exceptions. At all times before During the effectiveness term of the assignment under this Agreement Agreement, and for a period of the Transferred Patents and Transferred Know-How: five (i5) years after termination thereof, each Party that has received Confidential Information from the other (the “Receiving Party”) party hereto shall maintain all such Confidential Information (as hereinafter defined) in trust and confidence and shall will not disclose any such Confidential Information to any Third Party (except as expressly provided below) third party or use any such Confidential Information for any purposes purpose other than for performance as expressly authorized under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not disclose . Each party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement or to the extent required by law, regulation or government or judicial order. Confidential Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, attorney, consultant, affiliate, or Affiliate sublicensee who does not have a reasonable need for such information for the foregoing purposesinformation. Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party shall Each party will use at least the same standard of care as it uses to protect its own proprietary or confidential information of a similar nature its own to prevent ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized disclosures or uses use of the Confidential Information, but no less than reasonable care. The Receiving Party shall Each party will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall not include any information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information, as shown evidenced by Xxxxxx Estate through competent proof:its records; (iii) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by the receiving party without any breach of this Agreement; or (v) is the subject of a written permission to disclose provided by the disclosing party. Additionally, either party may disclose Confidential Information of the other party to the extent required to comply with any court or governmental subpoena, process, order or regulation; provided, however, that the party seeking to make such disclosure shall promptly notify the other party to provide it an opportunity to seek to challenge or limit the scope of such disclosure. Each party acknowledges that any breach of this Section 7.1 could result in substantial and irreparable harm to the other party and that damages at law may be an inadequate remedy. Accordingly, the other party who may be harmed by such a breach shall be entitled to seek injunctive relief, enjoining and restraining disclosure or use of any such Confidential Information and specific performance, without the necessity of proving actual damages.

Confidential Information; Exceptions. At Each Party will maintain all times before the effectiveness of the assignment Confidential Information received by it under this Agreement of the Transferred Patents and Transferred Know-How: (i) each Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall will not disclose any such Confidential Information to any Third Party (except as expressly provided below) third party or use any such Confidential Information for any purposes other than those necessary or permitted for performance under or determining compliance with and administering this Agreement; and (ii) . Each Party may use the Receiving Party other's Confidential Information only to the extent required to accomplish the purposes of this Agreement. Confidential Information shall not disclose such be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Confidential Information shall be disclosed to any employee, agent, attorney, consultant, Affiliate, or Affiliate sublicensee who does not have a reasonable need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement from its employees, agents, consultants, Affiliates or sublicensees to whom disclosure is to be made to hold in confidence and not make use of such information for the foregoing purposesany purpose other than those permitted by this Agreement. Disclosures to such persons with a reasonable need for the information are only permitted to the extent the person is subject to binding obligations of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Each Party shall will use at least the same standard of care as it uses to protect its own confidential information Confidential Information of a similar nature to prevent ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized disclosures or uses use of the such Confidential Information, but no less than reasonable care. The Receiving Each Party shall will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information. After Neither Party will publicly disclose the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s Confidential Information protected under this Article, the confidentiality obligations terms of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential InformationAgreement except as permitted in Section 8.3. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, but shall no longer restrict the Assignee. Confidential Information shall not include any information whichMARKED BY BRACKETS, as shown by Xxxxxx Estate through competent proof:HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Confidential Information; Exceptions. At all times before the effectiveness of the assignment under this Agreement of the Transferred Patents and Transferred Know-How: (i) each Party that has received Confidential Information from the other (the “Receiving Party”) shall maintain all such Confidential Information in trust and confidence and shall not disclose any such Confidential Information to any Third Party (except as expressly provided below) or use any such Confidential Information for any purposes other than for performance under or determining compliance with and administering this Agreement; and (ii) the Receiving Party shall not disclose such Confidential Information to any employee, agent, attorney, consultant, or Affiliate who does not have a reasonable need for such information for the foregoing purposes. Disclosures to such persons with a reasonable need for the information are only permitted Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, during the person is subject Term and for a period of [*****] thereafter, the Parties hereby agree to binding obligations hold in strict confidence and not publish, disclose or transfer, directly or indirectly, or use for any purpose other than as provided for in this Agreement any information and materials furnished to it by or on behalf of confidentiality and limited use at least as restrictive in scope and as long in duration as those of this Article 8. The Receiving Party shall use at least the same standard of care as it uses to protect its own confidential information of a similar nature to prevent unauthorized disclosures or uses of the Confidential Information, but no less than reasonable care. The Receiving Party shall promptly notify the other Party upon discovery or its Affiliates or generated pursuant to this Agreement (collectively, “Confidential Information”). For clarity, Confidential Information of any unauthorized use a Party or its Affiliates will include, without limitation, all information and materials disclosed by such Party or its Affiliates or their respective designees that (a) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure of or (b) by its nature can reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally will not be required to be identified as such to be considered Confidential Information. After The terms of this Agreement shall be deemed to be the assignment hereunder of the Transferred Patents and Transferred Know-How becomes effective and the Xxxxxx Confidential Information becomes Assignee’s of both Parties. Notwithstanding the foregoing, Confidential Information protected under this Article, the confidentiality obligations of this Article shall apply to the Xxxxxx Estate to protect Assignee’s Confidential Information, but shall no longer restrict the Assignee. Confidential Information shall will not include any information whichto the extent that it can be established by written documentation by the receiving Party that such information: (a) was already known to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), at the time of disclosure, (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party, (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement, (d) was independently developed by the receiving Party as shown demonstrated by Xxxxxx Estate through competent proof:written documentation prepared contemporaneously with such independent development; or (e) was disclosed to the receiving Party, other than under an obligation of confidentiality (except to the extent such obligation has expired or an exception is applicable under the relevant agreement pursuant to which such obligation was established), by a third party who had no obligation to the disclosing Party not to disclose such information to others. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. Exclusive License and Sublicense Agreement