Common use of Limited Disclosure and Use Clause in Contracts

Limited Disclosure and Use. The Licensor and Alzheon each agree that it may disclose the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants or agents, provided that such disclosure shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations under this Agreement; (b) be limited to the maximum extent possible consistent with such rights and obligations; and (c) only be made to Persons who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5. The Licensor and Alzheon each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayed), except (i) as otherwise required by Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees or sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] of the termination or expiration of this Agreement; provided, however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Licensed Technology which survives such termination, and one copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor Each of the Senesco Parties and Alzheon each BCV agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its Affiliates or its or their officersdirectors, employees, consultants or consultants, agents, provided that such disclosure subcontractors, or sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities, and (c) shall only be made to if such Persons who are bound by written confidentiality obligations no less stringent than those set forth to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. Either Party may disclose Confidential Information of the disclosing Party to any bona fide actual or prospective collaborators, underwriters, sublicensees, investors, lenders or other financing sources who are obligated in writing to keep such information confidential on terms as protective as terms of this Article 5ARTICLE V, to the extent reasonably necessary to enable such actual or prospective collaborators, underwriters, sublicensees, investors, lenders or other financing sources, acquirors, or companies being acquired by such Party to determine their interest in collaborating with, sublicensing, underwriting or making an investment in, otherwise providing financing to, acquiring or being acquired by the receiving Party; provided that such Party shall be liable for any breach of such confidentiality and non-use obligations by any such Third Party. The Licensor Each of the Senesco Parties and Alzheon each BCV further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayed)Party, except (i) as otherwise required by Applicable Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees or and its and their employees, consultants, agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of each otherother Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request termination of the other Partythis Agreement, will shall return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in whatever any form, within [ * ] of the termination or expiration of this Agreement; provided, however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, provided that such Confidential Information shall remain subject to the obligations of confidentiality set forth herein, and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereofmaintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. The Licensor Meros and Alzheon Cardiol each agree that any disclosure by it may disclose of the other Party’s Confidential Information to any of its Affiliates, licensees Affiliates or sublicensees Sub-Licensees or any of its or their officers, employees, consultants or agents, provided that such disclosure agents shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons Third Parties who are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Meros and Alzheon Xxxxxxx each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Law, (ii) Law or ​ ​ to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, acquirers or licensees or sublicensees (including Sub-Licensees) who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 obligated to keep such information confidential and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sub-Licensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request of the other Party, will return or destroy, with such destruction to be certified by an authorized officer of the receiving Party, all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] forty-five (45) days of the termination or expiration of this Agreement; provided, provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to the Project Product and/or the right to use Licensed Meros Technology which survives such termination, and one copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which that expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof. Licensor agrees that, under written terms of Confidentiality, Licensee may share this Agreement with potential Sublicensees, partners, acquirers, and funding sources, provided financial terms shall be redacted unless such party would be ultimately responsible for their payment. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Limited Disclosure and Use. The Licensor and Alzheon each agree that it Each Party may disclose the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants consultants, agents or agentsAffiliates, provided that such disclosure shall (a) be made only or in the case of Licensee, Sublicensees, if and only to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) . Such disclosures shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to the extent any such Persons who receiving the other Party’s Confidential Information are bound by written confidentiality obligations no less stringent than those set forth in this Article 5. The Licensor to maintain the confidentiality thereof and Alzheon each further agree not to use such Confidential Information except as expressly permitted by this Agreement. Inhibrx and Licensee shall not disclose or nor transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld withheld, conditioned or delayed), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by under this AgreementSection 5.2 or elsewhere in this Agreement or, in the case of Licensee, to exercise the rights granted to it hereunder. Each Party shall take such action, and shall cause its Affiliates, licensees or sublicensees and in the case of Licensee, Sublicensees, to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license that is still in force hereunder or right to use Licensed Technology which expressly survives such termination, and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (i) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, and (ii) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor ISI and Alzheon Alphatec each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor ISI and Alzheon Alphatec each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (i) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, and (ii) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor Unigene and Alzheon Xxxxx each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants or consultants, Affiliates, agents, provided that such disclosure subcontractors, or sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities, and (c) shall only be made to if such Persons who are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Unigene and Alzheon Xxxxx each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayed)Party, except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its employees, consultants, Affiliates, licensees or agents, subcontractors, and sublicensees to take such action, to preserve the confidentiality of each otherother Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request termination of the other Partythis Agreement, will shall return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in whatever any form, within [ * ] of the termination or expiration of this Agreement; provided, however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such terminationtermination provided such Confidential Information shall remain subject to obligations of confidentiality, and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereofmaintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. The Licensor Oscient and Alzheon MIOL each agree that it may disclose any disclosure of the other Disclosing Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the Receiving Party or any of its Affiliates, or their officersin the case of Menarini, employeesany Third-Party Manufacturer or Sub-Distributor, consultants or agents, provided that such disclosure shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Oscient and Alzheon MIOL each further agree not to disclose or transfer the other Disclosing Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Disclosing Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Applicable Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Oscient shall be permitted to disclose Confidential Information to LG to the extent required pursuant to the LG License. The Receiving Party shall take such action, and shall cause its Affiliates, licensees or sublicensees Affiliates to take such action, to preserve the confidentiality of each otherthe Disclosing Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each The Receiving Party, upon the request of the other Disclosing Party, will return all the Confidential Information disclosed or transferred to it by the other Disclosing Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * sixty (60) days of such request or, [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. if earlier, the termination or expiration of this Agreement; provided, provided however, that a the Receiving Party may retain (a) any Confidential Information of the other Disclosing Party relating which is the subject of a continuing license to any license the Receiving Party at the time of such request or right to use Licensed Technology which survives such termination, termination or expiry of this Agreement as the case may be and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon each agree that it Each Party may disclose the other Party’s 's Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants consultants, agents or agentsAffiliates, provided that such disclosure shall (a) be made only or in the case of Biogen Idec, Sublicensees, if and only to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) . Such disclosures shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons receiving the other Party's Confidential Information are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Amorfix and Alzheon Biogen Idec each further agree not to disclose or transfer the other Party’s 's Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by under this Section 5.2 or elsewhere in this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees or sublicensees and in the case of Biogen Idec, Sublicensees, to take such action, to preserve the confidentiality of each other’s 's Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof. With respect to Confidential Information in electronic form on non-removable media, a party's obligation to return it consists of an obligation to notify the disclosing party of it, provide a copy thereof to the disclosing party in a reasonable form, and thereafter delete it, and for this purpose a party will be deemed to have deleted it when it executes a commercially reasonable application- or operating system-level "delete" function thereupon, notwithstanding that same may be forensically or through backup systems recoverable, provided that the party thereafter does not commit or permit any such recovery. Notwithstanding the foregoing, Amorfix acknowledges that Biogen Idec, as of the Effective Date hereof, possesses confidential information of its own and of third parties relating to potential therapies and treatments for ALS, including but not limited to monoclonal antibodies and fragments thereof, including such antibodies and fragments specific for the SOD-1 protein ("Ancillary Confidential Information"), and that Biogen Idec may continue to acquire Ancillary Confidential Information during the term of this Agreement. Nothing in this Article 5 shall prevent Biogen from using such Ancillary Confidential Information for any purpose.

Limited Disclosure and Use. The Licensor and Alzheon each agree Each Party agrees that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon each Each Party further agree agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (i) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, and (ii) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon each agree Each Party agrees that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon each Each Party further agree agrees not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (i) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, and (ii) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof. Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor Innova and Alzheon Medicas each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, consultants or consultants, Affiliates, agents, provided that such disclosure subcontractors, or Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities, and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Innova and Alzheon Medicas each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayed)Party, except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its employees, consultants, Affiliates, licensees or sublicensees agents, subcontractors, and Sublicensees to take such action, to preserve the confidentiality of each otherother Party’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat . In connection with the other Party’s Confidential Information with less than reasonable care. Each Partytermination of this Agreement, upon the request of the other Party, each Party will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations of Confidential Information in whatever any form, within [ * ] sixty (60) days of the termination or expiration of this Agreementsuch request; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereofmaintaining a record of information and materials deemed to be Confidential Information hereunder.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliates, licensees or sublicensees or any of its or their officers, employees, employees and consultants or agents, provided that such disclosure shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) Agreement and shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than obligations, at least as restrictive as those set forth in provisions of this Article 5Agreement, to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliatesthe Third Parties to whom it has disclosed Confidential Information pursuant to this Section 5.2, licensees or sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor Kirin and Alzheon Dara each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons persons who are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Kirin and Alzheon Dara each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except either Party may without such approval disclose Confidential Information of the other Party to: (i) a Sublicensee or prospective Sublicensee solely in connection with the exercise of such Party’s rights under this Agreement, or a Third Party in connection with an actual or potential investment, loan, financing, merger or acquisition transaction with such Party; provided, that such Sublicensee, prospective Sublicensee or Third Party has undertaken in writing an obligation of confidentiality with respect to the Confidential Information substantially similar to that provided herein, (ii) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information with less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of the request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain Confidential Information of the other Party relating to any license or right to use Licensed Technology which survives such termination, termination and one copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor and Alzheon Licensee each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor and Alzheon Licensee each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * ] sixty (60) days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (i) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, and (ii) one (1) copy of all other Confidential Information may be retained in inactive archives or by in legal counsel counsel’s files solely for the purpose of establishing the contents thereof. Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Limited Disclosure and Use. The Licensor ARIAD and Alzheon Bellicum each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor ARIAD and Alzheon Bellicum each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by Lawlaw, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees or sublicensees to take such action, to preserve may disclose the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and in no event, shall treat the other Party’s Confidential Information Party to any investors, prospective investors, lenders and other potential financing sources and Third Parties conducting due diligence in connection with less than reasonable careany financing or acquisition transaction who are obligated to keep such information confidential. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * [***] of such request or, if earlier, the termination or expiration Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.

Limited Disclosure and Use. The Licensor Pacira and Alzheon Aratana each agree that it may disclose any disclosure of the other Party’s Confidential Information to its Affiliatesany officer, licensees employee, consultant or sublicensees agent of the other Party or any of its Affiliates or their officers, employees, consultants or agents, provided that such disclosure Sublicensees shall (a) be made only if and to the extent reasonably necessary to carry out its rights and obligations responsibilities under this Agreement; (b) , shall be limited to the maximum extent possible consistent with such rights and obligations; responsibilities and (c) shall only be made to Persons who the extent any such persons are bound by written confidentiality obligations no less stringent than those set forth in to maintain the confidentiality thereof and not to use such Confidential Information except as expressly permitted by this Article 5Agreement. The Licensor Pacira and Alzheon Aratana each further agree not to disclose or transfer the other Party’s Confidential Information to any Third Parties under any circumstance without the prior written approval of from the other Party (such approval not to be unreasonably withheld or delayedwithheld), except (i) as otherwise required by applicable Law, (ii) to any prospective or actual investors, lenders or other financing sources, prospective or actual acquirers, strategic partners, licensees or sublicensees who are bound by written confidentiality obligations no less stringent than those set forth in this Article 5 and (iii) except as otherwise expressly permitted by this Agreement. Each Party shall take such action, and shall cause its Affiliates, licensees Affiliates or sublicensees Sublicensees to take such action, to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information, and using, in no eventall such circumstances, shall treat the other Party’s Confidential Information with not less than prudent and reasonable care. Each Party, upon the request of the other Party, will return all the Confidential Information disclosed or transferred to it by the other Party pursuant to this Agreement, including all copies and extracts of documents and all manifestations in whatever form, within [ * [***] calendar days of such request or, if earlier, the termination or expiration of this Agreement; provided, provided however, that a Party may retain (a) any Confidential Information of the other Party relating to any license or right to use Licensed Technology which expressly survives such termination, termination and (b) one (1) copy of all other Confidential Information may be retained in inactive archives or by legal counsel solely for the purpose of establishing the contents thereof.