Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. The parties hereto acknowledge and agree that the Company and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue to be in full force and effect in accordance with its terms except as otherwise provided herein. Each of Parent and the Company will afford the other parties hereto and the other parties’ accountants, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties hereto Company and Parent each acknowledge that it is a party to the Confidentiality Agreement, the terms of which are incorporated herein by reference, and agree that the Company and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue each agree to be bound by the Confidentiality Agreement. Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the fifth anniversary of Parent this Agreement (but perpetually with respect to any trade secrets), each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other parties’ accountantsParty; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result (in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access of Parent or information contemplated by this Section 6.5Merger Sub), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. The parties hereto acknowledge (a) Parent and agree that the Company and Parent have previously executed a Non-Disclosure acknowledge that they are parties to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. At the Closing, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the Effective Date and ending on the second anniversary of Parent this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent, Merger Sub or Merger Sub II, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the other parties’ accountantspublic without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) disclosure required by Applicable Legal Requirement or stock exchange rule; or (v) disclosure consented to in writing by Parent, counsel and other Representatives reasonable access during normal business hoursMerger Sub or Merger Sub II (in the case of the Company Stockholders and, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt (in the operations case of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as Merger Sub or Merger Sub II and, following the case may beClosing, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5Company), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. The parties hereto acknowledge and agree that A. All information, including formulas, patterns, compilations, programs, devices, methods, techniques or processes, know-how, trade secrets, proprietary information, financial information, employment information or other information furnished by the Parent or the Merger Subsidiary to NEC VT or the Company and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue to be in full force and effect in accordance with its terms except as otherwise provided herein. Each of Parent and by NEC VT or the Company will afford the other parties hereto and the other parties’ accountants, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Parent or the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it Merger Subsidiary or by or on behalf of another party to this Agreement their respective Representatives pursuant to or in connection with the transactions contemplated by this Agreement pursuant shall be treated as the sole property of the party providing the same. The party disclosing Confidential Information and its Representatives are referred to as the "Disclosing Party" and the party receiving Confidential Information and its Representatives are referred to as the "Recipient". If this Agreement is terminated for any reason, the Recipient shall, or shall cause its Representatives to, return to the terms Disclosing Party all documents or other materials contained Confidential Information furnished by the Disclosing Party within ten days of the Non-Disclosure Termination Date. The Recipient shall, and shall cause its Representatives to, keep confidential all of such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue for two (2) years from the signing of this Agreement. Notwithstanding The Recipient shall not have any obligation to treat as confidential (or cause its Representatives to treat as confidential) information which the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party Recipient can demonstrate was already properly in its or any of its Subsidiariesemployees' possession prior to the disclosure of such information by the Disclosing Party or its Representatives, would be reasonably likely was then generally known or available to result in a violation the public, or thereafter becomes known or available to the public through no intentional wrongdoing on the part of any agreement the Recipient or its Representatives or was disclosed to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained Recipient by a third party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions bound by no obligation of confidentiality to the obligations of the parties to consummate the MergerDisclosing Party.

Confidentiality; Access to Information. 8.1.1 The parties hereto acknowledge that Seller and agree that the Company and Parent Golden Gate Capital Private Equity, Inc. have previously executed a Non-Disclosure Agreementletter agreement, entered into on or about April 12dated as of August 17, 2011 2009 (the “Non-Disclosure Agreement”"CONFIDENTIALITY AGREEMENT"), which Non-Disclosure Confidentiality Agreement will continue to be in full force and effect in accordance with its terms except as otherwise provided hereinuntil the Closing Date. Each of Parent and At all times following the Company will afford the other parties hereto and the other parties’ accountantsClosing Date, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as the other may reasonably request. Each of the parties hereto will holdSeller shall, and will shall use its reasonable best efforts to cause its accountantsAffiliates and its and their respective directors, counsel officers, employees, agents and other Representatives to holdrepresentatives to, (i) maintain in confidence all documents non-public, proprietary and confidential information, in any form whatsoever, concerning the Business, the Purchased Assets, the Business Intellectual Property Rights and the Intellectual Property Rights of third parties used in the Business (the "CONFIDENTIAL INFORMATION"); and (ii) not disclose to any third party, nor use, whether in whole or in part, any Confidential Information for any purpose (other than for and as authorized in writing by Buyer). Without derogating from Seller's obligation under Section 8.2 below, the obligation of non-disclosure and non-use imposed on Seller hereunder shall not apply to information furnished to it by that is or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant becomes generally known to the terms public through no wrongful act or breach of the Non-Disclosure AgreementSeller or any of its Affiliates or such persons. Notwithstanding the foregoing, neither Seller shall not be prohibited from disclosing such Confidential Information to the Company nor Parent extent required by a court order or applicable law, PROVIDED that, in either event, Seller shall be required use reasonable commercial efforts to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely first give prompt prior written notice to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its Buyer and shall use reasonable best efforts to find an alternative way (and cooperate with Buyer in seeking to) seal, redact or otherwise minimize such disclosure and to provide protect the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation confidentiality of any applicable LawConfidential Information eventually disclosed. No The foregoing undertaking shall apply, MUTATIS MUTANDIS, to Parent and Buyer solely with respect to confidential information of Seller that (i) is not Confidential Information or knowledge obtained by a party hereto was set forth in any investigation the Seller Disclosure Schedule and (ii) was provided to Parent or Buyer prior to the date hereof or will be provided pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the MergerAgreement.

Confidentiality; Access to Information. The parties hereto acknowledge (a) Parent and agree that the Company and Parent have previously executed a Non-Disclosure acknowledge that they are parties to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. At the Closing, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent, Merger Sub or Merger Sub II, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the other parties’ accountantspublic without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) disclosure required by Applicable Legal Requirement or stock exchange rule; or (v) disclosure consented to in writing by Parent, counsel and other Representatives reasonable access during normal business hoursMerger Sub or Merger Sub II (in the case of the Company Stockholders and, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt (in the operations case of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as Merger Sub or Merger Sub II and, following the case may beClosing, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5Company), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. The parties hereto acknowledge (a) Acquiror and agree that the Company and Parent have previously executed a Non-Disclosure acknowledge that they are parties to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. Following the Closing, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second (2nd) anniversary of Parent and the Company will afford this Agreement, each Party agrees to maintain in confidence any non-public information received from the other parties hereto Parties, and to use such non-public information only for purposes of consummating the other parties’ accountantsTransactions. Such confidentiality obligations will not apply to: (i) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (ii) information obtained or acquired by a Party or their respective agents or representatives from a third party who was not known by such Party or its agents or representatives to be bound to an obligation of confidentiality; (iii) disclosure required by Applicable Legal Requirement or stock exchange rule; or (iv) disclosure consented to in writing by (1) Acquiror (in the case of a disclosure of Acquiror information by the Sellers and, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time Closing, the Company), (2) the Seller Representative (in the case of disclosure of Seller information by the Acquiror and, following the Closing, the Company) or (3) the Company (in the case of a disclosure of Company information by the Sellers or, prior to obtain all information concerning its business as the other may reasonably requestClosing, the Acquiror). Each of Notwithstanding the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, foregoing or anything in confidence all documents and information furnished to it by or on behalf of another party to this Agreement to the contrary (including Section 9.04(b) below), following the Closing, the Seller Representative shall be permitted to disclose information as required by Applicable Legal Requirement or, as required in connection with the transactions contemplated by this Agreement pursuant Seller Representative’s performance of its responsibilities under the Transaction Agreements, to employees, advisors, agents or consultants of the Seller Representative and to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoingSellers, neither the Company nor Parent shall be required in each case who have a need to afford know such access if it would unreasonably disrupt the operations of such party or any of its Subsidiariesinformation, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts such persons are subject to find an alternative way to provide the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the confidentiality obligations of the parties to consummate the Mergerwith respect thereto.

Confidentiality; Access to Information. The (a) Parent and the Companies acknowledge that they are parties hereto acknowledge and agree that to the Company and Parent have previously executed a Non-Disclosure Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. Following the date of this Agreement, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the Closing Date and ending on the second (2nd) anniversary of Parent and the Company will afford this Agreement, each Party agrees to maintain in confidence any non-public information received from the other parties hereto Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Companies or the Unitholders of the Companies, on the one hand, or Parent or the Merger Subs, on the other parties’ accountantshand, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior as applicable; (ii) information which is or becomes generally known to the Effective Time to obtain all information concerning its business as the other may reasonably request. Each public without breach of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms or an existing obligation of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party confidentiality; (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or iii) information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained acquired by a Party or their respective agents or representatives from a third party hereto who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or writing by the conditions to the obligations of the parties to consummate the MergerParties.

Confidentiality; Access to Information. The parties hereto acknowledge and agree that the Company and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue to be in full force and effect in accordance with its terms except as otherwise provided herein. Each of Parent a) Iconic and the Company will afford acknowledge that they are parties to the Confidentiality Agreement, the terms of which are incorporated herein by reference. At the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement. Beginning on the date hereof and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other parties hereto and Parties. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, on the one hand, or Iconic, on the other parties’ accountantshand, counsel and as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period Party; (v) disclosure required by applicable Legal Requirement or stock exchange rule; or (vi) prior to the Effective Time Closing, disclosure consented to obtain all information concerning its business as in writing by Iconic (in the other may reasonably request. Each case of the parties hereto will hold, Company) or the Company (in the case of Iconic). Iconic and will cause its accountants, counsel and other Representatives the Company shall be permitted to hold, in confidence all documents and disclose such information furnished to it as may be appropriate or requested by or on behalf of another party to this Agreement a Governmental Entity having jurisdiction in connection with the transactions contemplated by this Agreement pursuant any application or request for consent to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required Transactions related to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the MergerLiquor License.

Confidentiality; Access to Information. The parties hereto acknowledge and agree that (a) Each of the Company and the Parent have previously executed acknowledges that it is a Non-Disclosure party to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. Following Closing, 2011 (the “Non-Disclosure Agreement”)Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement with respect to the obligations of the Company and the Parent; provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent, Merger Sub I or Merger Sub II, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other parties’ accountantsParty; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent, counsel and other Representatives reasonable access during normal business hoursMerger Sub I or Merger Sub II (in the case of the Company Stockholders and, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt (in the operations case of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access Merger Sub I or information contemplated by this Section 6.5Merger Sub II), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties hereto acknowledge and agree Company acknowledges that it is a party to the Company Confidentiality Agreement, the terms of which are incorporated herein by reference, and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue agrees to be bound by the Confidentiality Agreement in the same capacity as Casdin Capital LLC. Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent this Agreement (but perpetually with respect to any trade secrets), each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other parties’ accountantsParty; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result (in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access of Parent or information contemplated by this Section 6.5Merger Sub), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. The parties hereto acknowledge (a) Parent and agree that the Company and Parent have previously executed a Non-Disclosure acknowledge that they are parties to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. At the Closing, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other parties’ accountantsParty; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time Closing, the Company) or the Company (in the case of Parent or Merger Sub) prior to obtain all information concerning its business as the other may reasonably request. Each Closing or the Stockholder Representative in the case of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with Company following the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access or information contemplated by this Section 6.5), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the MergerClosing.

Confidentiality; Access to Information. The parties hereto acknowledge (a) Parent and agree that the Company and Parent have previously executed a Non-Disclosure acknowledge that they are parties to the Confidentiality Agreement, entered into on or about April 12the terms of which are incorporated herein by reference. At the Closing, 2011 (the “Non-Disclosure Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement”); provided, which Non-Disclosure however, that if for any reason this Agreement will is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue to be in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent and the Company will afford this Agreement, each Party agrees to maintain in confidence any non-public information received from the other parties hereto Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, on the one hand, or Parent or Merger Sub, on the other parties’ accountantshand, counsel and as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period Party; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) prior to the Effective Time Closing, disclosure consented to obtain all information concerning its business as in writing by Parent or Merger Sub (in the other may reasonably request. Each case of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result (in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access of Parent or information contemplated by this Section 6.5Merger Sub), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.

Confidentiality; Access to Information. (a) The parties hereto Company and Parent each acknowledge that it is a party to the Confidentiality Agreement, the terms of which are incorporated herein by reference, and agree that the Company and Parent have previously executed a Non-Disclosure Agreement, entered into on or about April 12, 2011 (the “Non-Disclosure Agreement”), which Non-Disclosure Agreement will continue each agree to be bound by the Confidentiality Agreement. Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms except as otherwise provided hereinterms. Each Beginning on the date hereof and ending on the second anniversary of Parent this Agreement (but perpetually with respect to any trade secrets), each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company will afford or the Company Stockholders, on the one hand, or Parent or Merger Sub, on the other parties hereto and hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents or representatives from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other parties’ accountantsParty; (v) disclosure required by Applicable Legal Requirement or stock exchange rule; or (vi) disclosure consented to in writing by Parent or Merger Sub (in the case of the Company Stockholders and, counsel and other Representatives reasonable access during normal business hours, upon reasonable notice, to its properties, books, records and personnel during the period prior to the Effective Time to obtain all information concerning its business as Closing, the other may reasonably request. Each of the parties hereto will hold, and will cause its accountants, counsel and other Representatives to hold, in confidence all documents and information furnished to it by Company) or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Non-Disclosure Agreement. Notwithstanding the foregoing, neither the Company nor Parent shall be required to afford such access if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would be reasonably likely to result (in a violation of any agreement to which such party or any of its Subsidiaries is a party (provided that the Company or Parent, as the case may be, has used its reasonable best efforts to find an alternative way to provide the access of Parent or information contemplated by this Section 6.5Merger Sub), would be reasonably likely to result in a risk of a loss of attorney-client or other similar privilege to such party or any of its Subsidiaries or would be reasonably likely to result in a violation of any applicable Law. No information or knowledge obtained by a party hereto in any investigation pursuant to this Section 6.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger.