Common use of Confidentiality and Non-Use Clause in Contracts

Confidentiality and Non-Use. The Recipient agrees that all Evaluation Material received under this Agreement shall be maintained in confidence. The Recipient agrees not to use the Evaluation Material for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material (but in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential Transaction.

Confidentiality and Non-Use. The Recipient agrees 8.1 Dow and the Host Company each acknowledge that all Evaluation Material received under during the term of this Agreement shall be maintained in confidence. The Recipient agrees not to use Agreement, their employees, including the Evaluation Material for any purpose except for Seconded Employees, may receive, or otherwise acquire, information that the evaluationParty disclosing the information (the “Disclosing Party”) considers proprietary and confidential, negotiation or completion of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation MaterialParty is obligated to keep in confidence pursuant to an agreement with a third party. The Recipient shall use Except as otherwise provided to the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material (but contrary in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by any general confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for agreements between Dow and the Host Company, the Party receiving the disclosure of any breach of this Agreement the proprietary and confidential information (the “Receiving Party”), and its employees, agree to maintain any and all proprietary and confidential information transmitted to it, or its employees, by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examinationthe Disclosing Party, or otherwise reverse engineer acquired by it, or attempt to reverse engineer any Evaluation Material its employees, as a result of the performance of services for the Host Company by the Seconded Employees or permit or encourage any third party to do so. The Recipient shall hold being present on the Disclosing Party’s Evaluation Material premises, in a secure location so as to ensure that unauthorized persons do strict confidence. The Receiving Party agrees to, and shall cause its employees to, not gain access disclose the information to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to third party or use of Evaluation Material. Without the information on its (or its employees’) own behalf, without the prior written consent of the Disclosing Party (which may be withheld Party. All business and technical information received, developed, observed, or otherwise acquired by the Disclosing Receiving Party in or its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transactionemployees, including the status thereof Seconded Employees, as a result of performing services for the Host Company, or being present at the termination Disclosing Party’s premises, is presumed to be confidential. The obligations of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect confidence and non-use described in this Article 8 shall not apply to any such Potential Transaction or the Recipient’s consideration thereof, or information that (iva) the existence or terms of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely was known to the extent required by applicable law, regulation or legal process. Without Receiving Party prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with to receipt from the Disclosing Party, or any regulatory agency as a result of performing services for the Disclosing Party or other governmental authority having jurisdiction over being present on the Disclosing Party’s premises, concerning (b) is or becomes known to the Evaluation Material public through no fault of the Receiving Party, (c) the Receiving Party is legally required by statute, subpoena, or other valid court order, to disclose by a Potential TransactionGovernmental Authority having competent jurisdiction, in each case, unless such contact has been consented provided the Receiving Party gives notice to in advance by, and scheduled through, a Representative of the Disclosing Party identified as soon as reasonably possible regarding its obligation to disclose the information, (d) corresponds in substance to that furnished to the Recipient Receiving Party by others as a matter of right without restriction on disclosure, or (e) corresponds in substance to that independently developed by or for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential TransactionReceiving Party.

Confidentiality and Non-Use. The Recipient (a) Each Party agrees that all Evaluation Material received under this Agreement shall be maintained in confidence. The Recipient agrees not (i) to use the Evaluation Material for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care take such steps as are reasonable and necessary to protect maintain the confidentiality of such information as it uses the Confidential Information of the other Party, (ii) not to protect its own confidential material (but in no event shall disclose the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing other Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access Confidential Information to any Evaluation Material. The Recipient shall promptly notify the Disclosing Third Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion)such other Party, neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, and (iii) any to use such Confidential Information only as necessary to fulfill its obligations or in the reasonable exercise of the terms, conditions or other facts with respect rights granted to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of it under this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing the foregoing obligations will not apply to information that (and such information shall not constitute Confidential Information) (A) is in possession of the receiving Party at the time of disclosure, as reasonably demonstrated by written records and without obligation of confidentiality, (B) later becomes part of the public domain through no fault of the receiving Party, (C) is received by the receiving Party without obligation of confidentiality from a Third Party with a right to such information, or (D) is developed independently by the receiving Party without use of, reference to, or reliance upon the disclosing Party’s Confidential Information by individuals who did not have access to such Confidential Information. From and after the Effective Date, the Acquired Intellectual Property shall be deemed the Confidential Information of Debiopharm, and this paragraph Agreement, the Ancillary Agreements, and all schedules and exhibits thereto shall prohibit be deemed the Confidential Information of both Parties. The Licensed Intellectual Property shall remain the Confidential Information of ImmunoGen, subject to the exceptions set forth in (A) through (D) above. A Party may disclose Confidential Information of the other Party to (x) its Affiliates, and to its and their directors, employees, consultants, contractors and agents in each case who have a specific need to know such Confidential Information and who are bound by a like obligation of confidentiality and restriction on use, and any bona fide actual or prospective collaborators, (sub)licensees, underwriters, investors, lenders or other financing sources who are obligated to keep such information confidential and not to use such information, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, investors, lenders or other financing sources to determine their interest in, and to perform obligations and exercise rights in connection with, any collaboration with, underwriting or making an investment in, or otherwise restrict providing financing to, the Recipient receiving Party (a “Permitted Recipient”), and (y) the extent such disclosure is required to comply with applicable law or its Representatives from contacts in regulation or the ordinary course order of business consistent a court of competent jurisdiction, to defend or prosecute litigation or to comply with past practicethe rules of the U.S. Securities and Exchange Commission, not related any stock exchange or listing entity; provided, however, that the receiving Party provides prior written notice of such disclosure to the Potential Transaction disclosing Party, takes reasonable and without reference lawful actions to avoid or minimize the degree of such disclosure, and cooperates with the disclosing Party at the disclosing Party’s request in any efforts to obtain a protective order, confidentiality treatment or the like. The receiving Party shall be liable for its Permitted Recipient’s compliance with this Agreement as if such Permitted Recipient is the receiving Party. Notwithstanding any other provision of this Agreement, each Party may disclose and use Confidential Information of the other Party as necessary to prosecute or defend litigation or otherwise enforce obligations under this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Evaluation Material or Company’s application requesting confidential treatment under Rule 24b-2 of the Potential TransactionSecurities Exchange Act of 1934.

Confidentiality and Non-Use. The Recipient agrees that all Evaluation Material received 4.1 Each of the Parties shall: (i) not disclose and/or transfer and/or reveal the Confidential Information to any third Party; (ii) not use and/or copy and/or reproduce the Confidential Information in any fashion except as reasonably necessary to perform and exercise its rights and obligations under this Agreement shall be maintained in confidence. The Recipient agrees not to use the Evaluation Material for any purpose except for the evaluationAgreement; (iii) take all necessary actions, negotiation or completion consistent with its protection of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material and proprietary information (but in no event shall the Recipient use anything exercise less than a reasonable standard of care). The Recipient shall limit ) to prevent unauthorized disclosure of such information the Confidential Information; and (iv) disclose the Confidential Information to any of its Representatives who have Sublicensees, personnel, employees, representatives, officers, shareholders of THM, the management of the Hospital and/or the management of the Fund and advisors (the "PERMITTED PERSONNEL") on a need to need-to-know basis, provided that each of the Evaluation Material for the sole purpose above is bound by a written undertaking of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than with terms which are at least as restricting as those set forth specified herein, all during the period of this Agreement and for a term of seven (7) years following its term or termination. The Recipient For the removal of doubt, it is hereby clarified that the receiving Party shall remain be responsible and liable to the disclosing Party for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing above obligation of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld confidentiality being committed by the Disclosing Permitted Personnel as if such breach was committed by the receiving Party in its sole discretion), neither the Recipient nor its Representatives will disclose itself. This above restriction of confidentiality shall not apply to any person Confidential Information which: (i) that is or becomes public domain through no act or omission of the Evaluation Material has been furnished receiving Party; and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including was lawfully obtained by the status thereof or the termination of such discussions or negotiations, receiving Party from another source; and/or (iii) any was already known to the receiving Party, other than under an obligation of confidentiality, at the termstime of disclosure by the disclosing Party, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or as evidenced in written records; and/or (iv) was independently discovered or developed by the existence receiving Party without the use of Confidential Information of the disclosing Party; and/or (v) is required to be disclosed pursuant to any statute, regulation, order, subpoena or terms document discovery request, provided that prior written notice of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely such disclosure is furnished to the extent required by applicable lawdisclosing Party as soon as practicable in order to afford the disclosing Party an opportunity to seek a protective order (it being agreed that if the disclosing Party is unable to obtain or does not seek a protective order and the receiving Party is legally compelled to disclose such information, regulation or legal process. Without prior written consent disclosure of such information may be made without liability provided however in such event the receiving Party shall furnish only that portion of the Disclosing Party (Confidential Information which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transactionis legally required, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented shall exercise all efforts required to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient obtain confidential treatment for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential Transactioninformation).

Confidentiality and Non-Use. The Except as otherwise provided herein, each Recipient agrees that shall (and shall cause its Representatives to): (a) use all Evaluation Material received under this Agreement shall be maintained Confidential Information of the Disclosing Party solely in confidence. The Recipient agrees connection with exploring a Transaction and for the specific purposes for which it is disclosed and not to use the Evaluation Material for any purpose except for competitive or other purpose; (b) hold all Confidential Information of the evaluation, negotiation or completion Disclosing Party in confidence and not disclose Confidential Information to anyone without the written approval of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to ; (c) protect the confidentiality of and take commercially reasonable steps to prevent disclosure or unauthorized use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons not generally bound to maintain its confidentiality; and (d) advise the Disclosing Party in writing (within three (3) days) in the event such information as it uses Recipient becomes aware of any misappropriation or misuse of Confidential Information of the Disclosing Party by any person, and provide reasonable assistance to protect its own confidential material (but the Disclosing Party in no event shall the any proceeding or lawsuit related thereto. Confidential Information may be disclosed by Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material such information for the sole purpose of assisting evaluating a possible Transaction or performing the Transaction (it being understood that such Recipient will maintain corresponding binding obligations from such Representatives substantially similar to the obligations in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth hereinthis Agreement). The Each Recipient shall remain be responsible for any breach of this Agreement as a result of any action or disclosure by it or any of its Representatives. The Recipient Representatives (including any Representative who may not for any reason modifyhereafter cease to be employed by, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examinationacting for, or otherwise reverse engineer associated with, such Recipient). Each Party shall take all reasonably necessary measures to restrain any Representative or attempt to reverse engineer former Representative of such Party from any Evaluation Material unauthorized disclosure or permit or encourage use of any third party to do soConfidential Information of a Disclosing Party. The Recipient shall hold be entitled to release the Disclosing Party’s Evaluation Material Confidential Information in a secure location so as order to ensure that unauthorized persons do not gain access to prosecute or defend any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of claim under this Agreement, exceptin a manner consistent with securities legislation, in each case of clauses (i) through (iv), as would be required by stock exchange and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contactsecurities commission rules, or otherwise communicate, with any Representatives pursuant to applicable law or an order of the Disclosing Party concerning the Evaluation Material a court or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transactiongovernment agency; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course case of business consistent with past practicerelease pursuant to this sentence, not related Recipient shall limit the release to the Potential Transaction greatest extent reasonably possible under the circumstances and without reference shall provide the Disclosing Party with sufficient advance notice as reasonably permitted under the circumstances to permit the Evaluation Material Disclosing Party to seek a protective order or the Potential Transactionother order protecting its Confidential Information from such disclosure.

Confidentiality and Non-Use. The Recipient agrees that all Evaluation Material received During the Term and for three (3) years thereafter, any Confidential Information which a Disclosing Party discloses or makes available to a Receiving Party (a) shall not be, directly or indirectly, disclosed or used by the Receiving Party other than solely in connection with its obligations under this Agreement Agreement, (b) shall be maintained kept in confidence. The Recipient agrees not strict confidence by the Receiving Party to use the Evaluation Material for any purpose except for the evaluationa commercially reasonable level of security, negotiation or completion of a Potential Transaction. In particular, the Recipient (c) shall not at any time file any patent application containing subject matter that is derived from be reproduced by the Receiving Party without the Disclosing Party’s Evaluation Material. The Recipient prior consent, and (d) shall use not be disclosed by the same standard of care Receiving Party to protect any other person or entity without the confidentiality of such information as it uses to protect its own confidential material (but in no event shall Disclosing Party’s prior written consent; provided, however, that the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of Receiving Party may reveal such information to its Representatives affiliates, officers, directors, employees, members, accountants, attorneys, agents, consultants, advisors, and financing sources (collectively, its “Representatives”) who have a (i) need to know or be aware of the Evaluation Material for Confidential Information in connection with the sole purpose Agreement, (ii) are informed of assisting the confidential nature of the Confidential Information, and (iii) are subject, as a result of their employment or engagement by the Receiving Party, to an obligation similar in evaluatingnature and scope to this Agreement, negotiating or completing a Potential Transaction and are bound which prohibits such party from disclosing the Confidential Information furnished to them in writing by confidentiality and non-use obligations no less restrictive than those set forth hereinconnection with this Agreement. The Recipient Receiving Party shall remain be responsible for any breach of this Agreement by any of its Representatives. The Recipient may not for Notwithstanding any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms provision of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely Receiving Party may disclose the Confidential Information to the extent required by applicable law, regulation or court order, provided that if the Receiving Party is required in any civil or criminal legal process. Without proceeding, regulatory proceeding or any similar process to disclose any part of the Confidential Information, prior written consent to disclosure the Receiving Party shall, to the extent permitted, give prompt notice of such request to the Disclosing Party (which may be withheld by so that the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with may seek (at the Disclosing Party, ’s cost) an appropriate protective order or any regulatory agency or other governmental authority having jurisdiction over waive the Disclosing Receiving Party, concerning ’s compliance with the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative provisions of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential TransactionAgreement.

Confidentiality and Non-Use. The Recipient agrees (a) Seller acknowledges that it is in possession of Confidential Material. Seller shall, and shall cause each of its Affiliates and their respective Representatives to, (i) treat confidentially and not disclose all Evaluation or any portion of such Confidential Material received and use such Confidential Material solely for the purpose of fulfilling its obligations under this Agreement shall be maintained in confidence. The Recipient agrees not to use and the Evaluation Material Transaction Documents and for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material (but in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transactionpurpose, in each case, unless following Closing. Seller acknowledges and agrees that such contact Confidential Material is proprietary and confidential in nature and may be disclosed to its Representatives only to the extent necessary for Seller to consummate Transaction (it being understood that Seller shall be responsible for any disclosure by any such Representative not permitted by this Agreement). If, post-Closing, Seller or any of its Affiliates or their respective Representatives are requested or required to disclose (after Seller has been consented used its Commercially Reasonable Efforts to in advance byavoid such disclosure and after promptly advising and consulting with Buyer about Seller’s intention to make, and scheduled throughthe proposed contents of, a Representative such disclosure) any of the Disclosing Party identified Confidential Material (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Seller shall, or shall cause such Affiliate or Representative, to provide Buyer with prompt written notice of such request so that Buyer may seek an appropriate protective order or other appropriate remedy. At any time that such protective order or remedy has not been obtained, Seller or such Affiliate or Representative may disclose only that portion of the Confidential Material which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and Seller shall exercise its Commercially Reasonable Efforts to obtain assurance that confidential treatment will be accorded to such Confidential Material so disclosed. Seller further agrees that, post-Closing, Seller and its Affiliates and Representatives, upon the request of Bxxxx, promptly will deliver to Buyer all documents, or other tangible embodiments, constituting Confidential Material or other information with respect to the Recipient for such purpose in the course of discussions Acquired Assets, without retaining any copy thereof, and shall promptly destroy all other information and documents constituting or negotiations of the Potential Transactioncontaining Confidential Material; provided, however, that Seller or its Representatives shall be permitted to retain one archival copy of any Confidential Material for recordkeeping purposes and to evidence Seller’s compliance with this Agreement or applicable Law, and in addition, nothing in this paragraph Agreement shall prohibit require the alteration, modification, deletion or otherwise restrict the Recipient destruction of back-up tapes or its Representatives from contacts other media made in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential Transactionbusiness.

Confidentiality and Non-Use. In principle all confidential or proprietary information or data and all recording-bearing media is regarded as Confidential Information, without it having to be marked "Confidential" unless the disclosing party has indicated in writing that the relevant information is not confidential. Any information received orally or visually (e.g. by showing the facilities) shall also be treated as confidential, unless the disclosing party identified the information as non-confidential. The Recipient receiving party hereby agrees that all Evaluation Material received under this Agreement shall be maintained in confidence. The Recipient agrees not to use the Evaluation Material for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In particular, the Recipient it shall not at disclose, distribute or disseminate any time file any patent application containing subject matter that is derived from part of the Disclosing Party’s Evaluation Material. The Recipient shall use Confidential Information of the same standard of care disclosing party to protect the confidentiality of such information as it uses to protect its own confidential material (but in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without without the prior written consent of the Disclosing Party (disclosing party, except those directors, officers, employees, consultants, advisors and agents of the receiving party who are required to have the Confidential Information on a need-to-know basis and under confidentiality obligations at least as protective to those agreed under this Agreement. The transfer of the NDA and its duties and rights to other parties, who are supposed to receive Confidential Information, will be done in writing and needs to be provided to the other party upon request. In order to protect the disclosing party's Confidential Information, the receiving party shall exercise the same degree of care to avoid disclosure of the Confidential Information as it uses in respect of its own confidential information but in no case less than a reasonable degree of care. The receiving party agrees to notify the disclosing party in writing of any misuse or misappropriation of the Confidential Information of the disclosing party that may come to its attention. The receiving party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which may be withheld embody the disclosing party's Confidential Information. The receiving party further agrees that it will not remove any copyright notice, trademark notice and/or other proprietary legend or indication of confidentiality set forth on or contained in any Confidential Information disclosed to it by the Disclosing Party in its sole discretion)disclosing party, neither the Recipient nor its Representatives and will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions not copy or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) reproduce any of the terms, conditions or other facts with respect disclosing party’s Confidential Information except as necessary to any such Potential Transaction or carry out the Recipient’s consideration thereof, or (iv) the existence or terms Purpose of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential Transaction.

Confidentiality and Non-Use. The Recipient agrees that shall keep or cause to be kept in strict confidence all Evaluation Material received under this Agreement Confidential Information of Disclosing Party and shall be maintained not disclose it to anyone except to a limited group of its employees who are engaged in confidencethe evaluation of such Confidential Information in connection with the Subject Matter ("Authorized Persons"). The Recipient agrees not to will use such Confidential Information only in connection with the Evaluation Material for any purpose except evaluation of the Subject Matter or for the evaluation, negotiation or completion purpose of a Potential Transactionfulfilling its duties and responsibilities pursuant to any written agreement between the parties pertaining to the Subject Matter. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use at least the same standard degree of care to protect the confidentiality in safeguarding Confidential Information of such information Disclosing Party as it Recipient uses to protect for its own confidential material (proprietary information of like importance, but in no event shall the Recipient use anything less than a reasonable standard care. Each of care). The the Authorized Persons of Recipient shall limit disclosure to whom Confidential Information of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing is disclosed will be advised by Recipient of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent its confidential nature and of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of this Agreement. Upon Disclosing Party's written request, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely Recipient will either destroy or return to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the all Confidential Information of Disclosing Party which is in its sole discretion)tangible form, neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with including any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the copies thereof which Recipient or its Representatives from contacts Authorized Persons may have made, and Recipient will destroy all abstracts and summaries thereof and destroy or delete all references thereto in its documents. If Disclosing Party notifies Recipient in writing as to any of the ordinary course Confidential Information of business consistent with past practiceDisclosing Party which it does not wish copied, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential TransactionRecipient shall so comply.

Confidentiality and Non-Use. The Except as otherwise provided herein, each Recipient agrees that shall (and shall cause its Representatives to): (a) use all Evaluation Material received under this Agreement shall be maintained Confidential Information of the Disclosing Party solely in confidence. The Recipient agrees connection with exploring a Transaction and for the specific purposes for which it is disclosed and not to use the Evaluation Material for any purpose except for competitive or other purpose; (b) hold all Confidential Information of the evaluation, negotiation or completion Disclosing Party in confidence and not disclose Confidential Information to anyone without the written approval of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to ; (c) protect the confidentiality of and take commercially reasonable steps to prevent disclosure or unauthorized use of Confidential Information of the Disclosing Party in order to prevent it from falling into the public domain or the possession of persons not generally bound to maintain its confidentiality; and (d) advise the Disclosing Party in writing (within three (3) days) in the event such information as it uses Recipient becomes aware of any misappropriation or misuse of Confidential Information of the Disclosing Party by any person, and provide reasonable assistance to protect its own confidential material (but the Disclosing Party in no event shall the any proceeding or lawsuit related thereto. Confidential Information may be disclosed by Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material such information for the sole purpose of assisting evaluating a possible Transaction or performing the Transaction (it being understood that such Recipient will maintain corresponding written agreements from such Representatives containing confidentiality obligations substantially similar to the obligations in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth hereinthis Agreement). The Each Recipient shall remain be responsible for any breach of this Agreement as a result of any action or disclosure by it or any of its Representatives. The Recipient Representatives (including any Representative who may not for any reason modifyhereafter cease to be employed by, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examinationacting for, or otherwise reverse engineer associated with, such Recipient). Each Party shall take all reasonably necessary measures to restrain any Representative or attempt to reverse engineer former Representative of such Party from any Evaluation Material unauthorized disclosure or permit or encourage use of any third party to do soConfidential Information of a Disclosing Party. The Recipient shall hold be entitled to release the Disclosing Party’s Evaluation Material Confidential Information in a secure location so as order to ensure that unauthorized persons do not gain access to prosecute or defend any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material. Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of claim under this Agreement, exceptin a manner consistent with securities legislation, in each case of clauses (i) through (iv), as would be required by stock exchange and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process. Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contactsecurities commission rules, or otherwise communicate, with any Representatives pursuant to applicable law or an order of the Disclosing Party concerning the Evaluation Material a court or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transactiongovernment agency; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course case of business consistent with past practicerelease pursuant to this sentence, not related Recipient shall limit the release to the Potential Transaction greatest extent reasonably possible under the circumstances and without reference shall provide the Disclosing Party with sufficient advance notice as reasonably permitted under the circumstances to permit the Evaluation Material Disclosing Party to seek a protective order or the Potential Transactionother order protecting its Confidential Information from such disclosure.