Common use of Non-Disclosure and Non-Use Clause in Contracts

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of the Discloser making it available to the Recipient, the Parties hereby further agree that during the Term of this Agreement and for a period of [***] years thereafter (or, with respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of the Discloser each Party’s making it available to the Recipientother Party, the Parties hereby further agree that during the Term of this Agreement and for a period of [***] years thereafter (or, with respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative Neither Party shall disclose to any third party nor use for each of them that its own purposes (other than those contemplated by this Agreement) any Confidential Information remain confidentialof the other Party. AccordinglyFor purposes of this Agreement, “Confidential Information” shall mean all proprietary information, including know-how, trade secrets, business plans, pharmaceuticals, materials, operations, equipment, processes, methods, strategies and systems, and financial information, prices, materials, building techniques and any drawings, specifications, designs and other information or data, or any fact with respect to any of the foregoing relating to the Services performed under this Agreement, that is disclosed in order any manner by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its permitted recipients pursuant to this Agreement or prior to entry into this Agreement in connection with the Parties’ discussions to enter into this Agreement commencing on [***]. This Agreement will be deemed to be the Confidential Information of both Parties. Notwithstanding the above, either Party may disclose Confidential Information to those of its and its Affiliates’ directors, officers, employees, agents, consultants, representatives and advisors (collectively, “Agents”) and to those approved subcontractors who have a need to know for the purposes of this Agreement. Each Party shall ensure that all of its Agents and subcontractors are bound by confidentiality obligations no less stringent than those stated herein. The Receiving Party shall be liable for any failure of any of its Agents to (a) maintain the confidentiality of the Disclosing Party’s Confidential Information, and in consideration or (b) otherwise comply with the terms of this Article 10 to the same extent as the Receiving Party is obligated to do so. Additionally, each Receiving Party shall have the right to disclose Confidential Information of the Discloser making it available Disclosing Party (including the Agreement) to the RecipientReceiving Party’s actual or potential third party investors or actual or potential third party acquirers, the Parties hereby further agree that during the Term of this Agreement and for a period of [***] years thereafter (or, with respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose licensees or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries collaborative or other materials derived in any way from partners, and to the inspection or evaluation thereof by the RecipientReceiving Party’s bankers, except to its employeesauditors, directorslawyers, officersaccountants, Affiliates, and agents, independent contractors and representatives provided, in each case that have a need each such third party needs to know such Confidential Information in order and is bound to exercise that Party’s rights confidentiality and perform its non-use obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information stringent than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly those set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Receiving Party shall keep confidential and shall not disclose (or permit any third party to disclose) to any third party any Confidential Information remain confidentialof the Disclosing Party. Accordingly, in order Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose except to maintain perform its obligations under this Agreement. Each Party agrees to protect the confidentiality of the Confidential Information, and in consideration Information of the Discloser making other Party in the same manner that it available to protects the Recipientconfidentiality of its own proprietary and confidential information of like kind, the Parties hereby further agree that during the Term of this Agreement and for a period of [***] years thereafter (or, with respect to trade secrets included but in no event will either Party exercise less than reasonable care in protecting such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not . The Receiving Party shall limit access to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion Confidential Information of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from Disclosing Party to the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Receiving Party’s rights Affiliates and perform the Receiving Party’s and its Affiliates’ respective (i) employees and contractors who need such access for the purpose of the Receiving Party performing its obligations under this Agreement and who agrees have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in writing to this Agreement for the protection of Confidential Information; and (ii) legal counsel and accountants who are under a duty of confidentiality (such parties, collectively, “Representatives”). The Receiving Party shall be bound by the terms responsible for any breach of this Agreement by any of its Representatives’ as if such breach was a breach by the Receiving Party. Receiving Party shall (a) promptly notify Disclosing Party of any unauthorized possession, use or an agreement with terms no less protective knowledge, or attempt thereof, of the DiscloserDisclosing Party’s Confidential Information than this Agreementby any third party; (b) not promptly furnish to use Disclosing Party full details of the Confidential Information for personal gain unauthorized access, possession or to advance use, or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement attempt thereof; and for no other purpose; (c) use reasonable efforts to protect assist Disclosing Party in investigating or preventing the Discloserrecurrence of any unauthorized access, possession or use, or attempt thereof, of Disclosing Party’s Confidential Information as it protects its own Confidential Information of a similar natureInformation. In the event that Receiving Party breaches, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an unauthorized disclosurethreatens to breach, the Recipient will endeavor provisions of this Section 6, the parties agree that Disclosing Party would have no adequate remedy at law and would therefore be entitled to prevent further disclosure or use immediate injunctive and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the otherother equitable relief.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of the Discloser making it available to the Recipient, the Parties hereby further agree that during During the Term of this Agreement and for a period of [***] years thereafter thereafter, each of Miltenyi and Autolus shall keep Confidential Information of the Disclosing Party in strict confidence and shall not (ori) use the Disclosing Party’s Confidential Information for any use or purpose (including, with respect for clarity, analyze, reverse-engineer, or disassemble any item of Confidential Information or attempt to discover or deduce any trade secrets included secret contained in any such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: except (a) not to for performing this Agreement, or (b) as expressly permitted under this Agreement or the Quality Agreement, as applicable, or as otherwise authorized in writing in advance by the Disclosing Party, or (ii) disclose or otherwise reveal, without the DiscloserDisclosing Party’s prior written consent, any portion of the Confidential Information or any notesto anyone other than those of its Affiliates, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employeesSubcontractors, directors, officers, Affiliatesemployees, agents, independent contractors and representatives that have a consultants, and in the case of Autolus, its Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations for performing this Agreement or a use or purpose expressly permitted under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third PartiesQuality Agreement, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) as applicable. Each Receiving Party shall take reasonable measures to protect the Discloser’s Confidential Information as it protects its own Confidential Information secrecy of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. Upon discovery of an avoid disclosure and unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but in any case not less than reasonable measures) and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to subclause (ii) of this Section 14.2 above is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as protective of the otherDisclosing Party’s Confidential Information as the provisions hereof prior to any disclosure of the Disclosing Party’s Confidential Information to such Authorized Representative. The Receiving Party shall be responsible for any breach of this Agreement and the confidentiality obligations imposed on the Authorized Representatives by its Authorized Representatives. 34. Amendment to Article 16. Article 16 is hereby amended and replaced in its entirety to read as follows: All notices, demands, requests, consents, approval and other communications required or permitted to be given under this Agreement pertaining to the contractual relationship (including, for instance, any notice of termination, request for assignment, notice of Change of Control etc.) shall be in writing and will be delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by reputable overnight courier service, confirmed by mailing as described above at the address set forth below or to such other address as any Party may give to the other Party in writing for such purpose in accordance with this Article 16: If to Miltenyi: Miltenyi Biotec B.V. & Co. KG Xxxxxxxxx-Xxxxx-Str. 68 51429 Bergisch Gladbach Germany Attn: Managing Director With copy to (for legal matters): Miltenyi Biotec B.V. & Co. KG Xxxxxxxxx-Xxxxx-Str. 68 51429 Bergisch Gladbach Germany Attn: General Counsel