Common use of Confidentiality Clause in Contracts

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser (provided that the Board has not reasonably determined that such prospective purchaser is a Competitor) of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5 prior to any such disclosure; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor The Purchaser agrees that such Investor the it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) the terms and conditions of this Agreement or any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 5.10 by such Investorthe Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 5.10; (iii) to any existing or prospective Affiliateaffiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly Purchaser notifies the Company within three (3) business days of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Except as required by law or otherwise agreed by the Company in writing, each Investor agrees that such Investor will it shall and shall ensure that its Representatives keep all information delivered pursuant to this Section 4 (the “Confidential Material”) confidential and will not disclose, divulge, or use for disclose any purpose (such information to any person other than to monitor its investment Representatives. The term “Confidential Material” does not include information which (i) was in the Company) any confidential information obtained from the Company pursuant public domain or publicly known or available prior to the terms date of this Agreement disclosure, (including notice of the Company’s intention to file a registration statement), unless such confidential information (aii) is known publicly disclosed on or becomes known to after the public in general (date of disclosure other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services Representatives in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions violation of this Subsection 3.4; Section 4, (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor is already in the ordinary course of businessInvestor’s possession prior to the delivery thereof by the Company, provided that such information is not known by the Investor, after reasonable inquiry, to be subject to another confidentiality agreement with or other obligation of secrecy to the Company or (iv) became available to the Investor informs such Person on a non-confidential basis from a source other than the Company, provided that such information is confidential not known by the Investor, after reasonable inquiry, to be subject to another confidentiality agreement with or other obligation of secrecy to the Company. Investor shall be responsible and directs such Person to maintain liable for any unauthorized disclosure or other breach of this Section 4.5 by any of its Representatives. For the confidentiality purposes of such information; this Section 4, “Representative” of an entity means any affiliate of an entity or (iv) as may otherwise be required by lawits or their directors, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosureofficers, stockholders, employees, affiliates, representatives or agents.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statementRegistration Statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 7.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 7.4; (iii) to any existing or prospective Affiliate, partner, member, stockholdershareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Transaction Documents, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 13 by such InvestorPurchaser), (b) is or has been independently developed or conceived by the Investor such Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to such Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor such Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Companyprofessionals; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4keep such information confidential; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person to maintain the confidentiality of such informationconfidential; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Purchaser agrees that such Investor Purchaser will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its such Purchaser’s investment in the Company) any confidential information obtained from the Company pursuant to or the terms Project Company or any other affiliate of this Agreement the Company or any representative of the Company, the Project Company or any affiliate of the Company (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 1.14 by such InvestorPurchaser), (b) is or has been independently developed or conceived by the Investor such Purchaser without use of the confidential information of the Company’s confidential information, the Project Company or any affiliate of the Company, or (c) is or has been made known or disclosed to the Investor such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company, the Project Company or any affiliate of the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its such Purchaser’s investment in the Company; (ii) to any prospective purchaser transferee of any Registrable Securities from such InvestorPurchaser permitted under Section 4.1, if such prospective purchaser transferee agrees to be bound by the provisions of this Subsection 3.4Section 1.14; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Affiliate (as defined in Section 4.1) in the ordinary course of business, provided that such Investor Purchaser informs such Person Affiliate that such information is confidential and directs such Person Affiliate to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; 3.3 (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by any applicable law, rule, or regulation or in connection with any judicial, administrative, or regulatory investigation, inquiry or proceeding, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each The Investor agrees that such Investor will shall, and shall cause its Representatives to, keep confidential any information (including oral, written and will not discloseelectronic information) concerning the Company, divulge, its subsidiaries or its Affiliates that may be furnished to the Investor or its Representatives by or on behalf of the Company or any of its Representatives pursuant to this Agreement (the “Confidential Information”) and to use for any purpose (other than to monitor its the Confidential Information solely in connection with the Investor’s investment in the Company) any confidential ; provided that the Confidential Information will not include information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information that (a) is known is, was or becomes known available to the public in general (other than as a result of a breach of this Subsection 3.4 any confidentiality obligation by such the Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, Confidential Information or (c) is or has been made known or disclosed to the Investor by a third party Third Party without a breach of any obligation of confidentiality obligations such third party may have Third Party has to the CompanyCompany that is known to the Investor; providedprovided further that, however, that an the Investor may disclose confidential information the Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services Representatives in connection with monitoring its investment in the Company; , (ii) to any prospective purchaser of any Registrable Securities shares of Common Stock from such Investorthe Investor and their respective Representatives, if provided that such prospective purchaser agrees to be bound by a confidentiality or non-disclosure agreement with the provisions Investor that is no less restrictive than the confidentiality obligations set forth herein and within seven (7) days of this Subsection 3.4; providing any Confidential Information to any such prospective purchaser, the Investor provides notice to the Company identifying such prospective purchaser, (iii) to any existing or prospective AffiliateInvestor’s Affiliates and their respective Representatives, partner, member, stockholder, or wholly owned subsidiary of such Investor in each case in the ordinary course of business, business (provided that the recipients of such Investor informs such Person that such information is confidential Confidential Information are subject to a confidentiality and directs such Person to maintain non-disclosure obligation no less restrictive than the confidentiality of such information; obligations set forth herein), or (iv) as may otherwise be required by lawlaw or legal, judicial or regulatory process, provided that the Investor promptly notifies provides prompt prior written notice to the Company notifying the Company of the manner, scope and justification for such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities Capital Stock from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3 by such InvestorHolder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorHolder, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that it will, and will cause its employees, representatives and agents (including any observers) to, keep confidential and, except to the extent required by applicable law, not disclose or divulge any confidential, proprietary or secret information which such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained may obtain from the Company pursuant to any rights granted hereunder and which is not generally available to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), public unless such confidential information (a) is known or becomes known to the public in general (Investor from a source other than the Company that is not known to such Investor to be under a confidentiality obligation with respect to such information, or is or becomes publicly known, or unless the Company gives its written consent to such Investor’s release of such information, except that no such written consent shall be required (and the Investor shall be free to release such information to such recipient) if such information is to be provided to the Investor’s counsel or accountant, or, with respect to non-technical information, including financial information, to an officer, director, employee, partner or member of such Investor or its Affiliates, provided that, in each case, the Investor shall inform the recipient of the confidential nature of such information, and shall obtain the recipient’s agreement to treat the information as confidential. Nothing in this Section 13(d) shall be construed as a result of a breach of this Subsection 3.4 by such Investor), (b) representation that an Investor or its Affiliates will not develop or acquire information that is the same as or has been independently developed or conceived by the Investor without use of similar to the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality party does not do so in breach of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosurethis Section 13(d).

Confidentiality. Each Investor agrees Stockholder acknowledges that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor in connection with its investment in the Company) any Company it shall receive certain non-public, confidential information obtained from proprietary information, which may include memoranda, notes, analyses, reports, compilations or studies prepared by or on behalf of the Company pursuant and its Subsidiaries (“Confidential Information”). Notwithstanding anything to the terms contrary contained herein, each Stockholder agrees to use the Confidential Information only for purposes of this Agreement (including notice of evaluating its investment in the Company’s intention Company and it shall not use such Confidential Information in connection with any competing business or investment or disclose any such Confidential Information to file a registration statement)any Person, unless such confidential information (a) is known or becomes known except to the extent (i) such information is already in the public in general domain (other than as a result of a disclosure in breach of this Subsection 3.4 Agreement); (ii) is already known by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by Stockholder from a third party without a breach of any Person under no obligation of confidentiality to the Company at the time such third party may have information was received by such Stockholder or is obtained by such Stockholder from a Person under no obligation of confidentiality to the Company, (iii) the Company agrees in writing that such information may be disclosed; or (iv) such disclosure is required by law; provided, however, that any such disclosures be made only to the individual or entity to whom disclosure is required by law and only after written notice to the Company of the required disclosure. If Confidential Information is to be disclosed pursuant to a requirement of law, the disclosing Stockholder agrees to cooperate with the Company if the Company should seek to obtain an Investor order or other reliable assurance that confidential treatment shall be accorded to designated portions of the Confidential Information. Notwithstanding the foregoing, Stockholders may disclose confidential Confidential Information to their employees, directors, shareholders, partners, members, agents and representatives who have a need to know of such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its such Stockholder’s investment in or the management of the Company; (ii) to any prospective purchaser of any Registrable Securities from provided, that such Investor, if such prospective purchaser agrees Persons agree to be bound by the provisions terms of this Subsection 3.4; (iii) to Section 6.13, and such Stockholder shall be liable for any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary breach of the Stockholder’s obligations by such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosurePersons.

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such InvestorHolder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by Holder under circumstances in which such Holder does not have a third party without reasonable expectation that such disclosure constitutes a breach of any an obligation of confidentiality such third party may have to the Company; provided, however, that an Investor any Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Companyevaluating whether to exercise any rights hereunder; (ii) to any prospective purchaser of any Registrable Securities from such InvestorHolder, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholdershareholder, or wholly owned subsidiary Subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by lawLaw, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees (a) The Investors agree that such Investor they will keep confidential and will not disclose, divulge, divulge or use for any purpose (purpose, other than to monitor its investment in the Company) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Agreement, unless such confidential information (ai) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5(a) by such Investorthe Investors), (bii) is or has been independently developed or conceived by the Investor Investors without use of the Company’s confidential information, information or (ciii) is or has been made known or disclosed to the Investor Investors by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an each Investor may disclose confidential information (ia) to its attorneyslegal advisers, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its their investment in the Company; , (iib) to any prospective purchaser investor of any Registrable Securities from such Investor, if Investor as long as such prospective purchaser investor agrees to be bound by the provisions of this Subsection 3.4; Section 3.5(a), (iiic) to any existing or prospective Affiliate, partner, member, stockholdershareholder, fund manager or wholly owned subsidiary Subsidiary of such Investor or their respective Affiliates in the such Investor’s ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (ivd) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, and provided that such Investor ensures that all such Persons named above to whom such Investor discloses confidential information are bound by the same provisions of this Section 3.5(a).

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each The Investor agrees that such the Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such the Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an the Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such the Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholdershareholder, or wholly owned subsidiary of such the Investor in the ordinary course of business, provided that such the Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors (and sub-advisors) and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; , (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; , (iii) to any existing or prospective Affiliate, partner, member, stockholder, director, trustee or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; , or (iv) as may otherwise be required by law, legal process or request of a governmental or regulatory authority (including pursuant to the rules of a securities exchange), provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, in the case of any Investor that is (i) a registered investment company within the meaning of the Investment Company Act of 1940, as amended, or (ii) is advised or sub-advised by a registered investment adviser under the regulations of the SEC, such Investor or such Investor’s Affiliates or investment advisor or sub-advisor may identify only the Company and the value of such Investor’s security holdings in the Company and respond to routine examinations, demands, requests or reporting requirements of a regulator solely with respect to such holdings (and not, for the avoidance of doubt, other confidential information with respect to the Company’s business) without prior notice to or consent from the Company and such Investor shall otherwise comply with the confidentiality obligations set forth in this Subsection 3.4.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s 's confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; , provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company acknowledges that certain of the Investors are in the business of investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 2 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that but only if such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iviii) as may otherwise be required by law, provided that law if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential any information furnished to such Investor that the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose such proprietary or confidential information (i) to any Affiliate (as defined below), partner, subsidiary or parent of such Investor as long as such partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 2.13 or comparable restrictions; (ii) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (iiiii) at such time as it enters the public domain through no fault of such Investor; (iv) that is communicated to it free of any obligation of confidentiality; (v) that is developed by Investor or its agents independently of and without reference to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound confidential information communicated by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such informationCompany; or (ivvi) as may otherwise be required by applicable law. Notwithstanding the foregoing, provided with respect to any Investor that is an investment company registered under the U.S. Investment Company Act of 1940, such Investor promptly notifies may identify the Company, the value (and valuation methodology) of such Investor’s holdings in the Company and other applicable information in accordance with its investment reporting practices. For purposes of such disclosure and takes reasonable steps this Agreement, “Affiliate” means, with respect to minimize the extent of any such required disclosure.individual, corporation, partnership, trust,

Confidentiality. Each Investor agrees that such Investor will Shareholder shall keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in ownership of the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement, the Shareholder Rights Agreement dated the date hereof between the Company and the Shareholders, as may be amended, restated or replaced from time to time (the "Shareholder Rights Agreement") and the Right of First Refusal and Co-Sale Agreement dated the date hereof between the Company and the Shareholders, as may be amended, restated or replaced from time to time (the "Right of First Refusal and Co-Sale Agreement"), including notice of the Company’s 's intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 6.1 by such InvestorShareholder), (b) is or has been independently developed or conceived by the Investor such Shareholder without use of the Company’s 's confidential information, or (c) is or has been made known or disclosed to the Investor such Shareholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Shareholder may disclose confidential information (i) to its attorneyslawyers, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its such Shareholder's investment in the Company; (ii) to any prospective purchaser of any Registrable Securities shares in the capital of the Company from such InvestorShareholder, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 6.1; (iii) to any existing or prospective Affiliate, Associate, partner, member, stockholder, shareholder or wholly wholly-owned subsidiary of such Investor Shareholder in the ordinary course of business, provided that in each case of (i), (ii) or (iii), such Investor Shareholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor such Shareholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company or enforcing any of its rights under this Agreement or any other agreement with the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of non-use and non-disclosure at least as restrictive as this Subsection 3.43; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, in the case of any Fidelity Investor, such Fidelity Investor may identify the Company and the value of such Fidelity Investor’s security holdings in the Company in accordance with applicable investment reporting and disclosure regulations or internal policies and respond to routine examinations, demands, requests or reporting requirements of a regulator without prior notice to or consent from the Company. Notwithstanding anything to the contrary contained herein, UTMDACC and/or the Board of Regents shall have the right to disclose confidential information in accordance with the License Agreement, dated as of November 12, 2015, by and between the Company and the Board of Regents on behalf of UTMDACC (the “License Agreement”) without breaching this Subsection 3.5. For the avoidance of doubt, in the event there is a conflict between the terms of the License Agreement and this Agreement, the terms of the License Agreement shall control.

Confidentiality. Each Investor Stockholder agrees that such Investor Stockholder will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than (x) to monitor its investment in the Company or (y) in the case that a Stockholder is an employee of the Company, to act on behalf of the Company in such Stockholder’s capacity as an employee of the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.1 by such InvestorStockholder), (b) is or has been independently developed or conceived by the Investor Stockholder without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor Stockholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Voting Securities from such InvestorStockholder, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.1 provided that such prospective purchaser is not a Competitor; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor Stockholder in the ordinary course of business, provided that such Investor Stockholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; 3.4 (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Lender agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Transaction Documents, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 13 by such InvestorLender), (b) is or has been independently developed or conceived by the Investor such Lender without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor such Lender by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to such Lender prior to disclosure to the Lender by the Company; provided, however, that an Investor such Lender may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Companyprofessionals; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Lender, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4keep such information confidential; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Lender in the ordinary course of business, provided that such Investor the Lender informs such Person person that such information is confidential and directs such Person to maintain the confidentiality of such informationconfidential; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 1 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 1.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing partner or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary member of such Investor that is a venture capital fund in the ordinary course of business, provided that but only if such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iviii) as may otherwise be required by law, provided that law if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding anything herein to the contrary, this Section 1.5 shall not apply to Intel Capital Corporation, whose confidentiality obligations with respect to any confidential information obtained from the Company pursuant to the terms of this Section 1 shall be governed by the terms and conditions of that certain Corporate Non-Disclosure Agreement, as amended and/or supplemented, by and between Intel Corporation and its majority owned worldwide subsidiaries and the Company, dated April 23, 2010.

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Companyit investment) or disclose or divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statementstatement and the contents of any financial statements received), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.2 by such InvestorHolder or as a result of a breach by a third party of any obligation of confidentiality such third party may have to the Company of which such Holder is aware), (b) is or has been independently developed or conceived by the Investor without use of or reference to the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, provided such persons agree to hold such information confidentially as provided herein; (ii) to any prospective purchaser of any Registrable Securities from such InvestorHolder, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.2; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person person or entity that such information is confidential and directs such Person person or entity to maintain the confidentiality confidential treatment of such information; or (iv) as may otherwise be required by law, court order or an applicable governmental or regulatory body, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Purchaser agrees that such Investor Purchaser will keep confidential and will not disclose, divulge, disclose or use for any purpose (other than to monitor its investment in the Company) divulge any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 8 by such InvestorPurchaser), (b) is or has been independently developed or conceived by the Investor such Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor such Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in matters related to the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorPurchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 8; (iii) to any existing Affiliate or prospective Affiliateits or their general or limited partners, partnermembers, memberstockholders, stockholderemployees, officers or wholly owned subsidiary of such Investor directors, in the ordinary course of business, provided that such Investor Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order, arbitration order or subpoena, provided that the Investor such Purchaser promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Each Purchaser acknowledges and agrees that the securities laws of the United States and other jurisdictions contain prohibitions on the trading in the securities of Iterum while in possession of material nonpublic information regarding Iterum, and agrees to comply with such restrictions.

Confidentiality. Each Investor agrees that such Investor he, she or it will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained confidential, proprietary or secret information, which such Investor may obtain from the Company pursuant to financial statements, reports and other materials or information submitted by the terms of Company to such Investor pursuant to or in connection with this Subscription Agreement or otherwise (but not including notice of the Company’s intention to file a registration statementfiled SEC Reports) (“Confidential Information”), unless such confidential information (a) Confidential Information is known known, or until such Confidential Information becomes known known, to the public in general (other than as a result of a breach of this Subsection 3.4 section by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information Confidential Information (i) to his, her or its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring his, her or its investment in the Company; , or (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosuredisclosure and promptly notifies the Company when it becomes aware of such legal requirement.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 10 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities Series B Stock from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 10; (iii) to any existing or prospective Affiliateaffiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective prospective, direct or indirect Affiliate, investor, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) to the other Investors and their attorneys, consultants, Affiliates, partners and other persons permitted pursuant to clauses (i) and (iii) above, (v) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, or, (vi) in the case of any Advisory Investor, to its registered investment advisor for use solely in such investment advisor’s internal reports, provided that the amount and value of the securities of the Company held by such Advisory Investor is the only confidential information permitted to be disclosed pursuant to this clause (vi).

Confidentiality. Each Investor Holder agrees that such Investor Holder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such InvestorHolder), (b) is or has been independently developed or conceived by the Investor Holder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Holder by a third party without knowledge by the Holder of a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Holder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorHolder, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor Holder in the ordinary course of business, provided that such Investor Holder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Holder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach known by the Investor of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the any Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the any Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 13 by such Investorthe Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach knowledge by the Purchaser of any obligation of confidentiality such third party may have owes to the Company with respect to the information or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the CompanyCompany provided that the Purchaser informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 13; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s sole expense to minimize the extent of any such required disclosure. Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 13 shall survive the termination of this Agreement. Notwithstanding the foregoing, the provisions of this Section 13 shall not apply after the 8-K Filing.

Confidentiality. Each Investor Shareholder agrees that such Investor it will keep use, and will cause each of its affiliates, and each of its and their respective partners, members, managers, shareholders, directors, officers, employees and agents (collectively, “Agents”) to use, all commercially reasonable efforts to maintain the confidentiality of all confidential information disclosed to it by the Company and identified in writing as confidential and will not disclosenot, divulge, or use for any purpose (other than to monitor its investment in without the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice prior written consent of the Company’s intention to file a registration statement), unless use such confidential information other than in connection with the transactions contemplated herein. The foregoing shall not apply to confidential information that (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 4.11 by such InvestorShareholder), (b) is or has been independently developed or conceived by the Investor Shareholder without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Shareholder by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor any Shareholder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company and for the purpose of evaluating its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorShareholder, if such prospective purchaser is not a competitor to the Company (as determined in good faith by the Company’s Board of Directors) and agrees to be bound by the provisions of this Subsection 3.4Section 4.11; (iii) to any existing or prospective Affiliatea member, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor Shareholder in the ordinary course of business, provided that such Investor Shareholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law. Each Shareholder further agrees that any notice received pursuant to this Agreement, provided including any notice of a proposed public offering, postponement of an offering or other similar notice regarding the Company’s securities, is confidential information and that the Investor promptly notifies any trading in securities of the Company following receipt of such disclosure information may only be done in compliance with all applicable securities laws. Notwithstanding anything to the contrary contained in this Section 4.11, any Shareholder or any Shareholder’s partner, member, investment manager, subsidiary or parent may identify only the Company and takes reasonable steps the value of such Shareholder’s security holdings in the Company (and not, for the avoidance of doubt, other confidential information with respect to minimize the extent of any Company’s business) without prior notice to or consent from the Company and such required disclosureShareholder shall otherwise comply with the confidentiality obligations set forth in this Section 4.11.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement or pursuant to board observer rights (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, investment advisors and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, stock exchange rules or court order; provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Party agrees that such Investor it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the CompanyCorporation) any confidential information obtained from the Company Corporation (whether pursuant to the terms of this Agreement (including notice of or otherwise, and whether on, before or after the Company’s intention to file a registration statementdate hereof), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 7.10 by such InvestorInvestor Party or any Person described in clause (i) or (ii) below), (b) is or has been independently developed or conceived by the such Investor Party without use of the CompanyCorporation’s confidential information, or (c) is or has been made known or disclosed to the such Investor Party by a third party without a breach of any obligation of confidentiality such third party may have to the CompanyCorporation; provided, however, that an such Investor Party may disclose confidential information information: (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the CompanyCorporation; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, member or wholly owned subsidiary stockholder of such Investor Party in the ordinary course of business, provided that in the case of clause (i) or (ii), that such Investor Party informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; , and provided further, that in the case of clause (i) or (ii), such Investor Party shall be responsible for any failure of such Person to maintain the confidentiality of such information; (iii) as requested, ordered or required by any court or other governmental body (including pursuant to any subpoena), provided that such Investor Party provides the Corporation with prompt notice of such request, order or requirement to enable the Corporation to seek a protective order or otherwise to prevent or restrict such disclosure; (iv) in connection with the enforcement of this Agreement or rights under this Agreement; (v) as may otherwise be required by applicable law, provided rule or regulation; or (vi) to a prospective transferee of Corporation Securities that agrees to be bound by the Investor promptly notifies the Company provisions of such disclosure and takes reasonable steps to minimize the extent of any such required disclosurethis Section 7.10.

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, the Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 12 by such Investorthe Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 12; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s expense to minimize the extent of any such required disclosure. Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 12 shall survive the termination of this Agreement.

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclosedisclose or divulge any confidential, divulge, proprietary or use for any purpose (other than to monitor its investment in the Company) any confidential secret information obtained which such Investor may obtain from the Company pursuant to financial statements, reports and other materials submitted by the terms of Company to such Investor pursuant to this Agreement (including notice of the Company’s intention Agreement, or pursuant to file a registration statement)visitation or inspection rights previously granted to any Investor, unless such confidential information (a) is known known, or until such information becomes known known, to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Companypublic; provided, however, that an a Investor may disclose confidential such information (i) on a confidential basis to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; , (ii) to any prospective purchaser of any Registrable of the Securities from such Investor, if Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Subsection 3.4; Section, (iii) to any existing affiliate or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary partner of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by applicable law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; (iv) to the extent required and upon the advice of outside counsel in connection with any routine or periodic examination or similar process by any U.S. regulatory body or governmental agency, including confidential information obtained from the Company pursuant to the terms of this Agreement or (ivv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (bInvestor),(b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4, provided that the Board of Directors has not reasonably determined that such prospective purchaser is a Competitor of the Company; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor Except as otherwise agreed in writing by the Company, each Purchaser agrees that such Investor it will use reasonable care to keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement the Transaction Documents (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 12 by such InvestorPurchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (d) was known to the Purchaser prior to disclosure to the Purchaser by the Company; provided, however, that an Investor a Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorPurchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 12; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary advisor of such Investor Purchaser in the ordinary course of business, provided that such Investor Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Purchaser promptly notifies the Company of such disclosure and takes reasonable steps and, if requested by the Company, reasonably cooperates with the Company at the Company’s expense to minimize the extent of any such required disclosure. Notwithstanding anything to the contrary herein, the confidentiality obligations of this Section 12 shall survive the termination of this Agreement.

Confidentiality. Each Investor Purchaser agrees that such Investor he, she or it will keep confidential and will not disclose, divulge, divulge or use for any purpose (purpose, other than to monitor its investment in the Company) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Confidential Information, unless such confidential information Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 5 by such InvestorPurchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, Confidential Information or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor a Purchaser may disclose confidential information Confidential Information (i) to its Purchaser’s attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; , (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Purchaser as long as such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; Section 5, (iii) to any existing or prospective Affiliateaffiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of businessPurchaser, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and Purchaser takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, such information shall not be deemed confidential for the purpose of enforcing this Agreement.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business; provided, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law; provided, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the CompanyCompany and to the extent necessary in connection with such Investor’s tax filings, financial reporting (including with the SEC) and accounting matters; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees in writing with the Company to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (purpose, other than to monitor its investment in the Company) Issuer, any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Confidential Information, unless such confidential information Confidential Information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor Investors without use of the CompanyIssuer’s confidential information, Confidential Information or (c) is or has been made known or disclosed to the Investor Issuer by a third party without a breach of any obligation of confidentiality such third party may have to the CompanyIssuer; provided, however, that an a Investor may disclose confidential information Confidential Information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; Issuer, (ii) to any prospective purchaser of any Registrable Securities Shares from such Investor, if Investor as long as such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; Section 3.5, (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary Affiliate of such Investor in the ordinary course of businessInvestor, provided that such Investor informs such Person that such information party is confidential and directs such Person obligated not to maintain disclose, divulge or use any Confidential Information to the confidentiality of such information; same extent as the Investors, or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, such information shall not be deemed confidential for the purpose of enforcing this Agreement.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the CompanyCompany or exercise its rights under this Agreement) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, if such professionals agree to be bound by the provisions of this Section 2.3; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 2.3; (iii) to any existing or prospective Affiliateaffiliated entity or person, including, any partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that if such Investor informs such Person that such information is confidential and directs such Person prospective purchaser agrees to maintain be bound by the confidentiality provisions of such informationthis Section 2.3; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. For the avoidance of doubt, each Investor shall be responsible for any breach of this Section 2.3 by any other person or entity to which it is permitted to disclose any Confidential Information pursuant to this Section 2.3. Notwithstanding the foregoing, or any other provision in this Agreement or any other agreement between an Investor that is a venture capital fund and the Company, the Company understands and agrees that such Investors and their representatives are in the business of evaluating technologies and the potential development plans of a large number of companies. In the course of their respective businesses, such Investors are provided access to a variety of, and a steady stream of information regarding, many companies’ business plans, ideas and projections. Accordingly, the Company acknowledges that any such Investor, its representatives and its affiliates may have in the past or may in the future hold discussions with, evaluate an investment in or develop an investment relationship with one or more companies who could be deemed to be competitive with the Company. Therefore, the use of confidential information, to the extent such use is confined to the employees or representatives of such Investor, in evaluating, making or managing such investments or investment relationships shall not be deemed to be a violation of this Agreement.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice or the terms of the Company’s intention to file a registration statement)Registration Rights Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 1(f) by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, advisors, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities (as defined in the Registration Rights Agreement) from such Investor, if provided that such prospective purchaser agrees Investor informs such Person that such information is confidential and directs such Person to be bound by maintain the provisions confidentiality of this Subsection 3.4such information; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, rule, regulation or court or other governmental order, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.3 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. In the course of evaluating the transactions contemplated by the Transaction Agreement each Investor may obtain confidential information about the Company and the other Investor. Each Investor agrees that such Investor will to keep confidential and will not disclose, divulgeall information about, or use for with regard to, the Company and any purpose other Investor that is provided to it by any other Investor in connection with the Transactions contemplated by the Transaction Agreement unless such other Investor gives its written consent to the disclosure thereof; provided, that the foregoing shall not prohibit disclosures: (a) pursuant to the exercise of the Investor’s rights or responsibilities under this Agreement; (b) to its Affiliates and advisors who need to know of such information on a confidential basis; (c) required by Law, legal process, regulatory agency or the rules of a stock exchange to which it is subject; or (d) of information which (i) is or becomes public other than by the actions of such information receiving Investor in breach of this Section 15, (ii) is already in the possession of such information receiving Investor other than in connection with the transactions contemplated hereby, (iii) subsequently becomes available to such information receiving Investor from a source (other than such other Investor) who is not known by information receiving Investor (after reasonable diligence) to monitor its investment have made such disclosure in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach violation of any obligation of confidentiality obligations owed to such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may is otherwise be required independently developed by law, provided that such information receiving Investor without the Investor promptly notifies the Company use of such disclosure and takes reasonable steps to minimize the extent of any such required disclosureconfidential information.

Confidentiality. Each The Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.prospective

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), Section 2 unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 2.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor (or any employee of any of the foregoing that needs to know such information in the fulfillment of his or her employment duties) in the ordinary course of business, provided that but only if such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iviii) as may otherwise be required by law, provided that governmental rule or regulation or court or other governmental order if the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that that, except as otherwise permitted under a separate agreement entered into between such Investor and the Company providing for non-disclosure and non-use obligations binding on the Investor, such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company. NVF agrees that it shall not disclose confidential information obtained from the Company (other than financial information provided by the Company pursuant to Section 3.1 of this Agreement, to which the provisions of this sentence shall not apply) to Novartis AG or its Affiliates other than NVF (and its subsidiaries, if any); provided, howeverthat for the purposes of this sentence, that disclosure to employees or representatives of Novartis AG or its Affiliates who provide services to NVF (or its subsidiaries, if any), shall not constitute disclosure prohibited by this sentence so long as such employees and representatives comply with the non-disclosure and non-use obligations of NVF contained in the first sentence of this Section 3.5. Notwithstanding the foregoing, an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosurestock exchange rules or court order.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of of, or reference to, the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such informationinformation or such person is bound by agreement to maintain such confidentiality; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; and provided further, however, that that each Investor shall be responsible to Company for the failure of any person or entity described in clause (i), (ii), or (iii) above to comply with the provisions of this Section 3.5.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the any Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the any Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees agrees, severally and not jointly, that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) was in the public domain prior to the time it was furnished to such Investor, (b) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (bc) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, (d) was in such Investor’s possession or known by such Investor without restriction prior to receipt from the Company or (ce) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, (A) that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by lawLaw, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure and (B) notwithstanding anything in this Agreement or any other agreement to which the Company is a party or by which it is bound, each Regulated Investor and Affiliate thereof, without prior written notice to the Company or any other Person, may disclose any confidential information to any Governmental Authority or examiner of or related to a Governmental Authority with competent jurisdiction over such Regulated Investor (or any of such Regulated Investor’s Affiliates), regardless of whether or not such Regulated Investor (or any of its Affiliates, as applicable) is required to make such disclosure by the BHCA or any other applicable Law; provided that, except with respect to communications made in connection with routine regulatory oversight, and solely to the extent (i) permitted by applicable Law and (ii) such Regulated Investor discloses any confidential information of the Company in response to a targeted request related to the Company by any such Governmental Authority or examiner of or related to a Governmental Authority, such Regulated Investor shall use commercially reasonable efforts to notify the Company following any such disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without without, to such Investor’s knowledge, a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor who receives information pursuant to this Section 1 agrees that, unless at such time such Investor (or in the case of a 1940 Act Investor, the Registered Investment Adviser (or a Registered Investment Adviser that is Controlled by or under common Control with such Registered Investment Adviser) of such 1940 Act Investor) is party to a then-binding non-disclosure agreement with the Company (an “Investor NDA”) (which in such case shall govern the confidentiality obligations of such Investor), such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless at all times until after such Investor can prove that such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 1.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided. Notwithstanding the foregoing, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.:

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without without, to such Investor’s knowledge, a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities shares of Preferred Stock from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Investor, to the extent legally permissible, promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Furthermore, nothing contained herein shall prevent any Investor from (x) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor does not, except as permitted in accordance with this Subsection 3.5, disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (y) making any disclosures required by law, rule, regulation or court or other governmental order.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, nothing contained herein shall prevent any Investor that is an “investment company” (as defined in the Investment Company Act of 1940) from making such disclosures regarding its holdings and values as deemed necessary or appropriate, consistent with past practice.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4, provided that the Board of Directors has not reasonably determined that such prospective purchaser is a competitor of the Company; (iii) to any existing Affiliate, any current or prospective Affiliate, partner, member, member or stockholder, or any wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, divulge or use for any purpose (purpose, other than to monitor its investment in the Company) , any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)Agreement, unless such confidential information (ai) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (bii) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or (ciii) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (ia) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; , (iib) to any prospective purchaser investor of any Registrable Securities from such Investor, if Investor as long as such prospective purchaser investor agrees to be bound by the provisions of this Subsection Section 3.4; , (iiic) to any existing or prospective Affiliate, financing source, partner, member, stockholder, stockholder or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (ivd) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Subject to the provisions of Sections 6.9 and 6.10, each Investor agrees that such Investor will shall keep confidential and will shall not disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 2.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 2.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; (iv) in the event an Investor is a limited partnership or limited liability company, to any prospective partner of the partnership or any subsequent partnership under common investment management, provided that such Investor informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or (ivv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that agrees, severally and not jointly, to use the same degree of care as such Investor uses to protect its own confidential information for any information obtained pursuant to Section 3.1, Section 3.2 and Section 3.9 hereof and such Investor acknowledges that it will keep confidential and will not not, without the prior written consent of the Company, disclose, divulge, divulge or use for any purpose (other than to monitor its investment in the Company) any confidential such information obtained from without the prior written consent of the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless except such confidential information that (a) is known or becomes known was in the public domain prior to the public in general (other than as a result of a breach of this Subsection 3.4 by time it was furnished to such Investor), (b) is or has been independently developed becomes (through no breach of this Section 3.10 or conceived any other contractual obligation of confidentiality by such Investor) generally available to the Investor without use of the Company’s confidential informationpublic, or (c) is was in the possession of, or has been known by, such Investor prior to receipt from the Company without a breach of any obligation of confidentiality known to such Investor to be owed to the Company, (d) was made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company or (e) was independently developed without any use of the Company; provided’s confidential information. Notwithstanding the foregoing, however, that an Investor may disclose confidential information (i) each Investor that is a limited partnership or limited liability company may disclose such information to its attorneys(x) any former partners or members who retained an economic interest in such Investor or (y) any current or prospective partner of the partnership or any subsequent partnership under common investment management, accountantslimited partner, consultantsgeneral partner, and other professionals to member or management company of such Investor (or any employee or representative of any of the extent necessary to obtain their services in connection with monitoring its investment in the Companyforegoing); (ii) each Investor that is a corporation may disclose such proprietary or confidential information to any Affiliate (or any employee or representative of any of the foregoing); (iii) each Investor may disclose such information to the legal counsel, accountants or representatives for such Investor; and (iv) each Investor may disclose such information to any prospective purchaser of any Registrable Securities from such Investor, Investor if such prospective purchaser agrees executed a customary confidentiality agreement, reasonably acceptable to the Company, with such Investor; provided, however, that, notwithstanding the foregoing, no Investor shall disclose information pursuant to subsection (iv) of this Section 3.10 unless such Investor has provided the Company with written notice thereof (including the identity of the party to whom such Investor intends to disclose such information and the executed confidentiality agreement to which such party is subject) at least five (5) business days prior to such disclosure; and provided further, however, that in no event shall any Investor disclose information pursuant to subsection (iv) of this Section 3.10 to any competitor of the Company. In the event that the Investor is requested by any governmental authority or required by law to disclose any information of the Company, the Investor shall, to the extent permitted by applicable law, promptly notify the Company in writing of such request or requirement and the scope and nature of disclosure so requested or required so that the Company, at its own expense, may seek an appropriate protective order or other remedy to protect the confidentiality of the confidential information and/or take other lawful action to protect its interests, and the Investor, at the Company’s expense, will provide reasonable assistance to the Company in connection therewith. In the absence of a protective order or the receipt of a written waiver from the Company’s chief executive officer hereunder with respect to any such disclosure, the Investor will disclose only that portion of the Company’s information that is requested, or as the Investor is advised by legal counsel is required, to be bound by disclosed. Neither the provisions Company nor any of this Subsection 3.4; its affiliates shall use the name of Celgene, Roche or Novartis Institutes for Biomedical Research, Inc. (iii“Novartis”) or the name of any of Celgene’s, Roche’s or Novartis’ affiliates in any press release, published notice or other publication relating to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary such Investor’s investment in the Company without the prior written consent of such Investor Investor. For the avoidance of doubt, the Company may advise its tax, legal or other professional advisors, other investors and prospective investors of the fact of the investments by Celgene, Roche and Novartis in the ordinary course of businessCompany, provided that such Investor informs such Person that persons are obligated to keep such information is confidential confidential, and directs such Person to maintain the confidentiality Company may make any other disclosure regarding the investments of such information; or (iv) Celgene, Roche and Novartis in the Company as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosurelaw or legal process.

Confidentiality. Each Investor The Purchaser agrees that such Investor it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) the terms and conditions of this Agreement or any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 5.8 by such Investorthe Purchaser), (b) is or has been independently developed or conceived by the Investor Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Purchaser by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investorthe Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 5.8; (iii) to any existing or prospective Affiliateaffiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor the Purchaser in the ordinary course of business, provided that such Investor the Purchaser informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly Purchaser notifies the Company within three (3) business days of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.3; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each The Investor agrees that such the Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 4.2 by such the Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.;

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement)) or otherwise furnished by or on behalf of the Company to such Investor in connection with its investment in the Company or in such Investor’s capacity as a stockholder of the Company, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information information: (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser purchaser, approved in advance by the Board (such approval not to be unreasonably withheld), of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided provided, that such Investor informs such Person that such information is confidential and directs requires such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided provided, that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company shall not be required to comply with any information or inspection rights of this Section 3 in respect of any Holder whom the Board has reasonably determined is a competitor of the Company, further provided, that IVP and NEA and their respective Affiliates will not be deemed a competitor based solely upon investments in other portfolio companies.

Confidentiality. Each Investor agrees to keep confidential any information furnished to such Investor that the Company identifies, or which would otherwise reasonably appear, as being confidential or proprietary, except that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose such proprietary or confidential information (i) to its attorneysany partner, accountantsmember, consultantssubsidiary, and other professionals to parent or affiliate of such Investor for the extent necessary to obtain their services in connection with monitoring purpose of evaluating its investment in the Company; (ii) to any prospective purchaser Company as long as such partner, member, subsidiary, parent or affiliate is advised of any Registrable Securities from such Investor, if such prospective purchaser and agrees or has agreed to be bound by the confidentiality provisions of this Subsection 3.4Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor; (iii) that is communicated to it free of any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary obligation of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such informationconfidentiality; or (iv) as may otherwise be required that is developed by law, provided that Investor or its agents independently of and without reference to any confidential information communicated by the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosureCompany.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor or make decisions with respect to its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 2.5 by such Investor), (bInvestor),(b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent reasonably necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; Section 2.5 (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person person that such information is confidential and directs such Person person to maintain the confidentiality of such information; (iv) to the extent required in connection with any routine or periodic examination or similar process by any regulatory or self-regulatory body or authority not specifically directed at the Company or the confidential information obtained from the Company pursuant to the terms of the Agreement, including, without limitation, quarterly or annual reports; or (ivv) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that the that, with respect to this clause (v), such Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor and Lundbeck agrees that such Investor and Lundbeck will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.6 by such InvestorInvestor or Lundbeck), (b) is or has been independently developed or conceived by the Investor or Lundbeck without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor or Lundbeck by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor or Lundbeck may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorInvestor or Lundbeck, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.6; (iii) to any existing or prospective Affiliate, partner, member, stockholder, parent or wholly owned subsidiary of such Investor or Lundbeck in the ordinary course of business, provided that such Investor or Lundbeck informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor or Lundbeck promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. For the avoidance of doubt, nothing in this Subsection 3.6 shall restrict the right of an Investor to disclose or divulge any such confidential information to its directors, managers and officers.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, information or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, consultants and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any existing or prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection Section 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by lawlaw or pursuant to regulatory requests, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, nothing in this Section 3.4 shall restrict the ability of any Investor that is an investment fund to disclose the existence and nature of its relationship with the Company to its affiliates, members or partners, or to provide its affiliates, members, limited partners or partners with periodic reports and such other financial information about the Company prepared by such Investor in the ordinary course of its business.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information information: (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 3.5 by such Investor), ; (b) is or has been independently developed or conceived by the such Investor without use of the Company’s confidential information, ; or (c) is or has been made known or disclosed to the such Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information information: (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such existing or prospective Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena (including of any securities exchange or market), provided that such Investor promptly, to the Investor promptly extent practicable, notifies the Company of such disclosure and takes reasonable steps furnishes only that portion of the confidential information that is legally compelled or is otherwise legally required to minimize be disclosed, as reasonably determined by such Investor’s legal counsel. For avoidance of doubt, notwithstanding the extent notice and other obligations in (iv), the Company acknowledges and agrees that The Regents of any such the University of California (the “UC”) is subject to the California Public Records Act (Cal. Govt. Code §6250 et. seq. (the “CPRA”)), which provides generally that all records relating to a public agency’s business are open to public inspection and copying unless exempted under the CPRA, and that if the UC is required disclosureto make disclosures thereunder (as reasonably determined by the UC’s legal counsel), the UC may do so without further obligations to the Company.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.43.6; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company shall not publicly disclose (on its website, in a press release or other similar public disclosure) the name of SCubed Capital, LLC, Sobrato Family Holdings, LLC, Harvard Management Private Equity Corporation, PH Investments, LLC, Portland RevMed EP, LLC, Portland RevMed PIA, LLC or Fifth Avenue Private Equity 14 LLC, or any of their Affiliates, or that any such Investor (or any Affiliate of such Investor) is a stockholder of the Company without the prior written consent of such Investor, except as required by law, rule, regulation or listing standard; provided, that any consent to public disclosure by an Investor shall be deemed to be consent to other disclosures that are substantially consistent with such other public disclosure to which such Investor has previously consented, unless indicated otherwise by such Investor.

Confidentiality. Each Investor The Buyer agrees that such Investor the Buyer will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (ai) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Agreement by such Investorthe Buyer), (bii) is or has been independently developed or conceived by the Investor Buyer without use of the Company’s confidential information, or (ciii) is or has been made known or disclosed to the Investor Buyer by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor the Buyer may disclose confidential information (iA) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (iiB) to any prospective purchaser of any Registrable Securities Shares from such Investorthe Buyer, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 2(f); (iiiC) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor the Buyer in the ordinary course of business, provided that such Investor the Buyer informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (ivD) as may otherwise be required by law, provided that the Investor Buyer promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. Notwithstanding the foregoing, the Buyer may not disclose or divulge the Quarterly Business Deck to any third party, including but not limited to any existing or prospective Affiliate, partner, member, or stockholder, except as required by law.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a prospectus or registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection Section 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.the

Confidentiality. Each Investor agrees that to hold all information --------------- received pursuant to this Section in confidence, not to use such Investor will keep confidential and will not disclose, divulge, or use information for any purpose (other than to monitor monitoring and/or evaluating its investment in the Company and not to disclose any of such information to any third party, except to the extent such information may be made publicly available by the Company; provided, however, that, notwithstanding the foregoing and subject to the -------- ------- limitations hereinafter stated, nothing herein shall limit or impair any Investor from disclosing (i) any confidential information that is rightfully obtained from the Company pursuant a third party who is not obligated to the terms of this Agreement maintain its confidentiality; (including notice of the Company’s intention to file a registration statement), unless such confidential ii) any information (a) that is known or that becomes known generally available to the public in general (other than as a result of a breach of this Subsection 3.4 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential of its obligations under this Section 1.1(e); (iii) any information (iincluding financial information) to its attorneyspartners, accountantsshareholders or advisors which such Investor discloses to its partners, consultantsshareholders and/or advisors generally, and other professionals provided that any such partner, -------- ---- shareholder and/or advisor receiving information pursuant to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser this Section agrees to be bound by this or a substantially similar non-use and confidentiality provision, and provided further that no Investor shall disclose any proprietary -------- ------- and confidential technical/scientific information without the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such informationCompany's written approval; or (iv) as may otherwise any information required to be required disclosed by lawany governmental body, provided that the Investor promptly notifies the Company of is given fifteen (15) days advance written -------- ---- notice unless such disclosure and takes reasonable steps to minimize the extent of any such required disclosurenotice is not legally possible.

Confidentiality. Each Investor agrees that such Investor it will keep confidential and will not disclose, divulge, use (except in connection with the evaluation or use for any purpose (other than to monitor monitoring of its investment in or its representative’s service on the Board of Directors of the Company) ), disclose or divulge for a period of three years after receipt of any confidential information regarding the Company and its business which such Investor obtained from the Company pursuant to the terms of this Agreement (including notice Section 2 of the Company’s intention Prior Agreement, and which the Company has marked or otherwise specifically identified to file a registration statement)the Investor as being confidential either orally or in writing, unless such confidential information is known, or until such information becomes known, to the public through no fault of such Investor or its agents, or unless the Board of Directors, Chief Executive Officer, President or General Counsel of the Company gives his or her written consent to the Investor’s release of such information, except that no such written consent shall be required (and the Investor shall be free to release such information) if such information is to be provided to the Investor’s counsel or accountant, or to an officer, director, general partner, limited partner, stockholder, investment counselor or advisor of an Investor or such Investor’s Affiliate, or employee of an Investor or such Investor’s Affiliate with a need to know such information; provided that any such counsel, accountant, officer, director, general partner, limited partner, stockholder, investment counselor or advisor, or employee is subject to confidentiality obligations no less restrictive in any material respects than the provisions of this Section 2. Notwithstanding the foregoing, this Section 2 shall not apply (a) is known or becomes known to information which an Investor learns from a third party with the public in general (other than as a result of a breach of this Subsection 3.4 right to make such disclosure, provided such Investor complies with the restrictions imposed by such Investor)the third party, (b) to information which is or has been independently developed or conceived in an Investor’s possession prior to the time of disclosure by the Company and not acquired by such Investor without use of the Company’s confidential informationunder a confidentiality obligation, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary (after requesting and pursuing confidential treatment to obtain their services in connection with monitoring its investment in the Company; extent reasonably possible) an Investor is required to disclose such information by law or a governmental regulatory authority, (iid) to any prospective purchaser of any Registrable Securities from the extent (after requesting and pursuing confidential treatment to the extent reasonably possible) an Investor is required to disclose such information by court order, (e) to general and summary information disclosed to an Investor’s or such Investor’s Affiliates’ general partners, if limited partners, members, and/or stockholders in such Investor’s or such Affiliates’ periodic reporting to such parties or to an Investor’s or such Investor’s Affiliates’ prospective purchaser agrees to be bound by investors in such Investor’s or such Affiliates’ marketing activities, in a manner consistent with the provisions custom and practice of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of businessprivate venture capital and/or private equity industries, provided that such Investor informs or such Person Affiliate advise such parties that the information disclosed is confidential, and provided further that the information disclosed does not include any proprietary information of the Company, and (f) to an Investor’s disclosure of the fact that such information is confidential Investor has made an investment in the Company, the amount and directs such Person to maintain general nature thereof, the confidentiality identity of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies Investor’s co-investors in the Company if previously disclosed by the Company or such co-investor, and to such Investor’s disclosure of such disclosure the general business and takes reasonable steps to minimize goals of the extent of any such required disclosureCompany.

Confidentiality. Each Investor and Lender agrees that such Investor and Lender will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 by such InvestorInvestor or Lender), (b) is or has been independently developed or conceived by the Investor or Lender without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor or Lender by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor or Lender may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such InvestorInvestor or Lender, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor or Lender in the ordinary course of business, provided that such Investor or Lender informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor or Lender promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Confidentiality. Each Investor agrees that such Investor will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 3.5 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Subsection 3.4Section 3.5; (iii) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company acknowledges that certain of the Investors are in the business of venture capital investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company.

Confidentiality. Each Investor The Lender agrees that such Investor Lender will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Subsection 3.4 Section 12 by such InvestorLender), (b) is or has been independently developed or conceived by the Investor Lender without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor Lender by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that an Investor Lender may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Registrable Securities Conversion Units from such InvestorLender, if such prospective purchaser agrees agrees, in writing, to be bound by the provisions of this Subsection 3.4Section 12 and such prospective purchaser is not a competitor; (iii) to any existing or prospective Affiliateaffiliate, partner, member, stockholderunit holder, or wholly owned subsidiary of such Investor Lender in the ordinary course of business, provided that (x) such Investor Person is not a competitor, and (y) such Lender informs such Person that such information is confidential and directs requires such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Investor Lender promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.