Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. Employee shall not, without first obtaining the express written consent of the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose the existence or terms of this Agreement, nor the substance of the negotiations leading to this Agreement, to any other Person; save and except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (as defined in the Employment Agreement) and (b) agreed to preserve and protect the confidential nature of the Confidential Information. Employee also agrees to continue to abide by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Employee expressly acknowledges that Employee’s breach of the obligations contained in this Section 8 will likely cause irreparable and substantial harm to the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. Employee Except as otherwise provided in this Article 9 during the Term and for a period of [***] years thereafter, each Party and their respective Affiliates shall notmaintain in confidence, without first obtaining the express written consent and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the Chief Executive Officer of the Company other Party. “Confidential Information” means all confidential or proprietary information (“CEO”) or the Board of Directors of the Company (“Board”including information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or being compelled other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to do so by a court the contrary, (a) Confidential Information constituting MTI Know-How or MTI Regulatory Documentation shall be Confidential Information of competent jurisdiction MTI (and MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Know-How or a government entity under compulsion Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be Confidential Information of law, disclose Licensee (and Licensee shall be deemed the existence or disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this AgreementAgreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, nor the substance agents, consultants and clinical investigators only make use of the negotiations leading to this Agreement, to any other Person; save and except to EmployeeParty’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (for purposes as defined in the Employment Agreement) expressly authorized and (b) agreed to preserve and protect the confidential nature of the Confidential Information. Employee also agrees to continue to abide contemplated by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment this Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and do not disclose or make any unauthorized use of the such Confidential Information. Employee expressly acknowledges that Employee’s breach of the obligations contained in this Section 8 will likely cause irreparable and substantial harm to the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. Employee shall notReceiving Party acknowledges that Confidential Information will be disclosed to it by Disclosing Party and that such Confidential Information, without first obtaining and any information related thereto disclosed before, during, or after the express written consent Business Purposes, is confidential, proprietary, substantial and valuable to Disclosing Party, and that the unlawful use or disclosure of such Confidential Information will cause irreparable damage and financial loss to Disclosing Party. Receiving Party promises and agrees to receive and use reasonable efforts to hold Confidential Information in confidence. Without limiting the generality of the Chief Executive Officer foregoing, Receiving Party further promises and agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to use any of the Company Confidential Information except for the Business Purposes; (“CEO”c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized in writing by Disclosing Party in accordance with this Agreement or the Board of Directors of Business Purposes; (d) not to use any Confidential Information to unfairly compete or obtain an unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the Company commercial activity contemplated by the parties in connection with the Business Purposes; (“Board”), or being compelled e) to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose restrict access to the existence or terms Confidential Information to those who clearly need such access to carry out the Business Purposes after an agreement is signed signifying their assent to comply with the provisions of this Agreement, nor the substance ; (f) to advise each of the negotiations leading persons to this Agreement, whom it provides access to any other Person; save and except of the Confidential Information that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to Employee’s spouseothers, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein or permitting others to use for their benefit or to the extent permitted by applicable lawdetriment of Disclosing Party, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (as defined in the Employment Agreement) and (b) agreed to preserve and protect the confidential nature of the Confidential Information, and upon request of Disclosing Party, to provide Disclosing Party with a copy of written agreement to that effect signed by such persons; and (g) to comply with any other reasonable security measures requested in writing by Disclosing Party. Employee also agrees to continue to abide by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Employee expressly acknowledges that Employee’s breach of the obligations [*] = Certain confidential information contained in this Section 8 will likely cause irreparable document, marked by brackets, is filed with the Securities and substantial harm Exchange Commission pursuant to Rule 406 of the Company andSecurities Act of 1933, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s)as amended.

Non-Disclosure Obligations. Employee Except as otherwise provided in this Article 10 during the Term and for a period of [***] years thereafter, each Party and their respective Affiliates shall notmaintain in confidence, without first obtaining the express written consent and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information of the Chief Executive Officer other Party. “Confidential Information” means all confidential or proprietary information (including information relating to [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Company (“CEO”) or the Board of Directors of the Company (“Board”Commission. such Party’s development, marketing and other business practices and finances), data, documents or being compelled other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential;” provided, that notwithstanding anything to do so by a court the contrary, (a) Confidential Information constituting Mersana Product Know-How, Mersana Platform Know-How, Mersana Other Know-How or Mersana Regulatory Documentation shall be Confidential Information of competent jurisdiction Mersana (and Mersana shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Product Know-How, Licensee Other Know-How, or a government entity under compulsion Licensee Regulatory Documentation shall be Confidential Information of law, disclose Licensee (and Licensee shall be deemed the existence or disclosing Party and Mersana the receiving Party with respect thereto) and (c) the terms of this AgreementAgreement and Confidential Information consisting of Joint Know-How shall be Confidential Information of both Parties (and both Parties shall be deemed the receiving Party with respect thereto). Each Party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its and its Affiliates’ employees, nor the substance agents, consultants and clinical investigators only make use of the negotiations leading to this Agreement, to any other Person; save and except to EmployeeParty’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (for purposes as defined in the Employment Agreement) expressly authorized and (b) agreed to preserve and protect the confidential nature of the Confidential Information. Employee also agrees to continue to abide contemplated by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment this Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and do not disclose or make any unauthorized use of the such Confidential Information. Employee expressly acknowledges that Employee’s breach of the obligations contained in this Section 8 will likely cause irreparable and substantial harm to the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. Employee shall notExcept as otherwise provided in this Article VI, without first obtaining during the express written consent Term and for a period of [...***...] thereafter, each Party and their respective Affiliates will maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose the existence or terms of this AgreementAgreement and information relating to such Party’s research programs, nor development, marketing and other business practices and finances), data, documents or other materials supplied by the substance of the negotiations leading to other Party or their respective Affiliates under this Agreement, to any other Personincluding such information that is marked or otherwise identified as “Confidential”; save and except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein provided that notwithstanding anything to the extent permitted by applicable lawcontrary, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information constituting Ablynx Collaboration IP (as defined in not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Employment Agreement) Confidential Information of both Ablynx and Sanofi, (b) agreed either Party may disclose Confidential Information to preserve its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such Party uses at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the confidential nature use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make use of the other Party’s Confidential Information. Employee also agrees to continue to abide Information for purposes as expressly authorized and contemplated by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment this Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and do not disclose or make any unauthorized use of the such Confidential Information. Employee expressly acknowledges that Employee’s breach of , (c) Sanofi will have the obligations contained right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section 8 6.1, will likely cause irreparable and substantial harm to preclude either Party from purchasing equity or debt securities of the Company and, therefore, such obligations may be enforced by injunctive relief or monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s)Party.

Non-Disclosure Obligations. Employee During the Term, Recipient shall notkeep the Confidential Information confidential, without first obtaining not disseminate it or in any way disclose it to any third party, and not use it for anything other than the express written consent Purpose. Notwithstanding the foregoing, Recipient may disclose Confidential Information to its employees, to the extent that such employees have a need to know such information in connection with the Purpose, but only after each such person shall have been informed of the Chief Executive Officer confidential and proprietary nature of the Company (“CEO”) or Confidential Information and shall have agreed in writing to comply with the Board of Directors of the Company (“Board”), or being compelled to do so by a court of competent jurisdiction or a government entity under compulsion of law, disclose the existence or terms of this Agreement, nor . Recipient shall cause each such employee to so comply with the substance terms of the negotiations leading to this Agreement, to any other Person; save Agreement and except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will Recipient shall be responsible for any such improper the disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (as defined in the Employment Agreement) and (b) agreed to preserve and protect the confidential nature of the Confidential Information. Employee also agrees to continue to abide by the Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment Agreement and the Company’s Code of Business Conduct and Ethics. Employee shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized or use of the Confidential InformationInformation or other actions or inactions regarding the Confidential Information taken or omitted to be taken by its employees in violation of this Agreement as if such employees were parties to this Agreement. Employee expressly acknowledges that EmployeeRecipient agrees Discloser shall have no responsibility or liability to Recipient or any of Recipient’s breach employees or other persons or parties acting under or through Recipient resulting from the selection or use of the obligations contained in this Section 8 will likely cause irreparable and substantial harm Confidential Information by Recipient or such other persons or parties acting under or through Recipient. RECIPIENT AND RECIPIENT EMPLOYEES RELEASE DISCLOSER AND ITS REPRESENTATIVES FROM ANY LIABILITY WHATSOEVER WITH RESPECT TO THE SELECTION, USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY RECIPIENT OR ITS EMPLOYEES. To the extent that any Confidential Information may include materials subject to the Company andattorney client privilege, therefore, such obligations may be enforced by injunctive relief or monetary damages, if availablework-product doctrine, or any other remedy available at law applicable privilege concerning pending or equity. In threatened legal proceedings or governmental investigation, the event parties hereto recognize and agree that they have a commonality of interest with respect to such matters, and it is the desire, intention and mutual understanding of both parties that the disclosure of such Confidential Information is not intended to, and shall not, waive or diminish in any uncertainty regarding Employee’s obligations contained in way the confidentiality of such material or its continued protection under the attorney-client privilege, work-product doctrine, or any other applicable privilege shall remain entitled to such protection under these privileges, this Section 8, Employee agrees to contact Agreement and under the CEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s)joint defense doctrine.