Common use of Nondisclosure Obligations Clause in Contracts

Nondisclosure Obligations. For a period from the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination of this Agreement by Hesperix, if Hesperix is the Disclosing Party), the Receiving Party shall maintain as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party is required to keep the Confidential Information confidential hereunder; and (ii) the Receiving Party may disclose Confidential Information to Governmental Authorities to the extent that such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or to develop or commercially market products, or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) the Receiving Party may disclose Confidential Information to its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals).

Nondisclosure Obligations. For a period from Except as otherwise provided in this ------------------------- Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Parties shall, and BioMarin shall cause BioMarin Genetics to, maintain in confidence and use only for purposes specifically authorized under this Agreement any information furnished to it by the other Party shall maintain hereto pursuant to this Agreement which if disclosed in tangible form is marked "Confidential" or with other similar designation to indicate its confidential or proprietary nature or if disclosed orally or by inspection is indicated orally to be confidential or proprietary by the Party disclosing such information at the time of such disclosure and is confirmed in writing as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld or proprietary by the Disclosing disclosing Party at (describing in reasonable detail the Disclosing Party’s sole discretion; providedinformation to be treated as confidential) within a reasonable time after such disclosure (collectively, however, that to "Information"). ----------- To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing other Party it is otherwise obligated under this Section 10.1 not to disclose to its Affiliates, its and their respective officers, directors, employees, permitted sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to substantially the same extent as the Receiving such Party is required to keep the Confidential such Information confidential hereunderconfidential; and (ii) the Receiving a Party or its permitted sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to develop file and maintain Regulatory Approvals with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or commercially market productsbecomes patented, published or as otherwise may becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be required shown by Law written documents to have been disclosed to the receiving Party or pursuant to legal its Affiliates or regulatory processsublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or indirectly from the disclosing Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the disclosing Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement; or (v) is required to be disclosed by the receiving Party to comply with applicable laws or regulations, or with a court or administrative order, provided that the receiving Party notifies the disclosing Party in writing prior to any such disclosure and agrees to use reasonable efforts to secure confidential treatment thereof prior to its attorneys, accountants, lenders, insurers, and advisors who are bound disclosure (whether by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionalsprotective order or otherwise).

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 8, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement any information furnished to it by the other Party hereto pursuant to this Agreement which if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature or if disclosed orally or by inspection is indicated orally to be confidential or proprietary by the Party disclosing such information at the time of such disclosure and is confirmed in writing as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld or proprietary by the Disclosing disclosing Party at (describing in reasonable detail the Disclosing Party’s sole discretion; providedinformation to be treated as confidential) within a reasonable time after such disclosure (collectively, however, that to “Information”). To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement, the Amended and Restated Collaboration Agreement or the Receiving Fill Agreement, a Party may disclose Confidential Information of the Disclosing other Party it is otherwise obligated under this Section 8.1 not to disclose to its Affiliates, its and their respective officers, directors, employees, permitted sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to substantially the same extent as the Receiving such Party is required to keep the Confidential such Information confidential hereunderconfidential; and (ii) the Receiving a Party or its permitted sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to develop file and maintain Regulatory Approvals with and to market commercially Aldurazyme. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or commercially market productsbecomes patented, published or as otherwise may becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be required shown by Law written documents to have been disclosed to the receiving Party or pursuant to legal its Affiliates or regulatory processsublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or indirectly from the disclosing Party under this Agreement; and (iii) prior to disclosure under this Agreement was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the disclosing Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement; or (v) is required to be disclosed by the receiving Party to comply with applicable laws or regulations, or with a court or administrative order, provided that the receiving Party notifies the disclosing Party in writing prior to any such disclosure and agrees to use reasonable efforts to secure confidential treatment thereof prior to its attorneys, accountants, lenders, insurers, and advisors who are bound disclosure (whether by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionalsprotective order or otherwise).

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 9, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperixand for a period of [ ]* thereafter, if Hesperix is the Disclosing Party), the Receiving Party both Parties shall maintain as confidential in confidence and shall not make any public disclosure of Confidential Information of use only for purposes specifically authorized under this Agreement information and data received from the Disclosing Party, without other Party during the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to Program ("Information"). To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employeeslicensees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the -------------------------- * Confidential Treatment Requested: Material has been omitted and filed separately with the Commission. same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its licensees or sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or with and to develop or commercially market productsany Product. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, published or as otherwise may be required part of the public domain other than by Law acts of the Party obligated not to disclose such Information or pursuant its Affiliates or licensees or sublicensees in contravention of this Agreement; (ii) is disclosed to legal the receiving Party or regulatory processits Affiliates or licensees or sublicensees by a Third Party, provided such Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or licensees or sublicensees, provided such Information was not obtained directly or indirectly from the other Party under this Agreement; or (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty Affiliates without breach of confidentiality (so long as any of the Receiving Party remains responsible for any such breaches by such professionals)provisions of this Agreement.

Nondisclosure Obligations. For Confidential Information of a period from the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination of this Agreement Disclosing Party shall be used by Hesperix, if Hesperix is the Disclosing Party), the Receiving Party shall maintain as confidential solely for the purpose of evaluating whether or not the Receiving Party wishes to enter into a business transaction with the Disclosing Party and shall not make be used for any public disclosure of other purpose. Each party shall hold the other party’s Confidential Information of in strictest confidence at all times in perpetuity and shall not disclose the Disclosing Party, other party’s Confidential Information without the advance prior written permission consent of the Disclosing Partysuch other party, which permission consent may be withheld by the Disclosing Party at the Disclosing Partysuch other party’s sole discretion; provided, however, that to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party . Each party may disclose the other party’s Confidential Information of the Disclosing Party to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, clinical investigators, and other Third Parties, such party’s employees on a need-to-know basis and on the condition provided that such Persons agree party shall have executed appropriate written agreements with its employees to use ensure compliance with all the provisions of this Agreement. Each party agrees to take all reasonable measures to protect the Confidential Information only for purposes specifically of the other party from falling into the public domain or the possession of persons other than those persons authorized by to have any such Confidential Information, which measures shall include the highest degree of care that such party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Nothing in this Agreement and to keep the shall prohibit either party from disclosing Confidential Information confidential for of the same time periods and to the same extent as the Receiving Party is other party if legally required to keep do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that the Confidential Information confidential hereunderdisclosing party shall (i) give the other party prompt notice of such Required Disclosure prior to disclosure; and (ii) cooperate with the Receiving Party may disclose Confidential Information other party in the event that it elects to Governmental Authorities to the extent that contest such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or to develop or commercially market productsseek a protective order with respect thereto, or as otherwise may be required by Law or pursuant to legal or regulatory process; and and/or (iii) in any event only disclose the Receiving Party may disclose exact Confidential Information to its attorneysInformation, accountantsor portion thereof, lenders, insurers, and advisors who are bound specifically requested by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)Required Disclosure.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article X, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperixand for a period of five (5) years thereafter, if Hesperix is the Disclosing Party), the Receiving Party all Parties shall maintain as in confidence and use only for purposes specifically authorized under this Agreement (i) confidential information and shall data resulting from or related to the research undertaken in connection with the Program and (ii) all information and data not make described in clause (i) but supplied by any public disclosure other Party under or in connection with the activities contemplated by this Agreement. For purposes of Confidential Information this Article X, information and data described in clause (i) or (ii) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as such Party is required to keep the Information confidential; and a Party or its sublicensees may disclose such Information to government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products or, in the case of information and data described in clause (i), products outside the Field to the extent that a Party has the right to use such information and data outside the Field. The obligation not to disclose Information shall not apply to any part of such Information that (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to disclose such Information or its Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided such Information was not obtained by such Third Party directly or indirectly from any other Party under this Agreement; (iii) prior to disclosure under this Agreement, was already in the possession of the receiving Party or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from any other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without breach of any of the provisions of this Agreement; (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a court or governmental agency, provided that the receiving Party notifies each other Party immediately upon receipt of any such subpoena or (vi) is used outside the Field on the condition that any entity or person to whom such Information is disclosed agrees to keep such Information confidential for the same time periods and to the same extent as the Receiving Party disclosing such Information is required to keep such terms confidential. The terms and conditions of this Article X shall supersede the Confidential Information confidential hereunder; terms and (ii) conditions set forth in any confidentiality, non-disclosure or similar agreement entered into by and between the Receiving Party may disclose Confidential Information to Governmental Authorities Cyberkinetics and NEUROMetrix prior to the extent that Effective Date and all such disclosure is reasonably necessary other agreements shall terminate (subject to obtain authorizations to conduct clinical trials or to develop or commercially market products, or the survival of any rights and obligations as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) the Receiving Party may disclose Confidential Information to its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionalsprovided therein).

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other Party under this Agreement and marked or identified as confidential "Confidential". For purposes of this Article 10, information and shall not make any public disclosure of Confidential Information data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a professional duty court or governmental agency, provided that the receiving Party notifies the other Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of ************* thereafter, the Receiving Parties shall, and Dyax shall cause Subsidiary to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development, commercialization or marketing of Collaboration Products and (b) all information and data not described in clause (a) but supplied by one Party shall maintain as confidential and shall not make any public disclosure of Confidential Information to the other under this Agreement or in the course of the Disclosing PartyParties' due diligence investigations prior to the execution of this Agreement and marked or identified as "Confidential." For purposes of this Article 10, without the advance written permission information and data described in clause (a) or (b) of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directorssublicensees, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to substantially the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates without use of the other Party's Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. Information or breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party pursuant to its attorneys, accountants, lenders, insurers, and advisors who are bound a subpoena lawfully issued by a professional duty court or governmental agency, provided that the receiving Party notifies the other Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For Except as otherwise provided in this Article 8, for a period from the Effective Date to three the later of: (3a) ten (10) years after the earlier of the Effective Date or (b) two (2) years after expiration of the Royalty Term (or termination of this Agreement by Hesperix, if Hesperix is the Disclosing Party)Restated Agreement, the Receiving Party Parties shall maintain as confidential in confidence and shall not make any public disclosure of use only for purposes specifically authorized under this Restated Agreement, Confidential Information of the Disclosing other Party, without the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to . To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Restated Agreement: (i) a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Article 8 not to disclose to its AffiliatesAssociated Companies, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Restated Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunder; and (ii) the Receiving a Party or its sublicensees may disclose such Confidential Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or to develop or commercially market productsLicensed Products, or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) the Receiving a Party or its sublicensees may disclose such Confidential Information to its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)confidentiality.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of * years thereafter, the Receiving Parties shall, and GelTex shall cause RenaGel, Inc. to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by another Party shall maintain as confidential under this Agreement and shall not make any public disclosure marked "Confidential." For purposes of Confidential Information this Article 10, information and data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "INFORMATION." To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party or its Affiliates pursuant to a subpoena lawfully issued by a professional duty of confidentiality (so long court or governmental agency, provided that the receiving Party or its Affiliates, as the Receiving Party remains responsible for case may be, notifies the other Parties immediately upon receipt of any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 5, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by another Party under this Agreement and marked or identified as confidential "Confidential" (the information and shall not make any public disclosure of Confidential Information of data described in the Disclosing Party, without foregoing clauses (a) and (b) being referred to herein as the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to "INFORMATION"). To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunder; and (ii) the Receiving confidential. A Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Parties obligated not to develop disclose such Information or commercially market productstheir respective Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law indirectly from the other Party under this Agreement or pursuant to legal or regulatory processthe Original Collaboration Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, PROVIDED that such Information was not obtained directly or indirectly from another Party under this Agreement or the Original Collaboration Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement or the Original Collaboration Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a professional duty court or governmental agency, provided that the receiving Party notifies the applicable Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For Except as otherwise provided in this Article 9, during the Term of this Agreement and for a period from the Effective Date to three of five (35) years after thereafter, each Party (“Receiving Party”) shall maintain Confidential Information of the earlier other Party (the “Disclosing Party”) in confidence and shall not disclose such Confidential Information to any Third Party or use such Confidential Information except as specifically authorized in this Article 9 or as specifically agreed in writing by the Disclosing Party; provided, however, with respect to any Confidential Information that is designated in writing as a trade secret (as determined under Delaware law), such restrictions on disclosure and/or use shall survive the termination or expiration of this Agreement for as long as such Confidential Information remains a trade secret but, subject to the exceptions set forth in this Article 9, in no event shall such restrictions on disclosure and/or use cease prior to the expiration of five (5) years following the Royalty termination or expiration of the Term (or termination of this Agreement by HesperixAgreement; further provided, if Hesperix is that the Disclosing Party), the Receiving Party shall maintain as confidential and shall not make any public disclosure comparative use of Confidential Information of the Disclosing Party in the course of internal technology evaluations and/or data shall not be considered a violation of this Article so long as the obligations of nondisclosure to a Third Party are maintained. The term “Confidential Information” shall mean (i) with respect to a Party, any written, electronic, visual, verbal or other form of technical or business information and data received by the Receiving Party including without limitation, with respect to Genzyme, the advance written permission Joint Program Data and with respect to Osiris, the Joint Program Data, and (ii) the terms and conditions of this Agreement (including information contained in any Exhibit or Schedule hereto). The Receiving Party or its Third Party licensees may disclose the Confidential Information of the Disclosing PartyParty to its subcontractors, which permission may be withheld by the Disclosing Affiliates, Third Party at the Disclosing Party’s sole discretion; providedlicensees, howeversublicensees, that consultants, legal counsel, outside contractors and clinical investigators, on a need-to-know basis to the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party may disclose Confidential Information of the Disclosing Party to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree in writing, prior to use the Confidential Information only for purposes specifically authorized by this Agreement and disclosure, to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party is required to keep the Confidential Information confidential hereunder; confidential. The confidentiality provisions set forth herein shall be applied in conjunction with the confidentiality provisions of that certain Collaboration Agreement by and (ii) between the Parties dated July 25, 2007, and shall supersede and replace any other previous confidentiality and non-disclosure agreements between the Parties with respect to the subject matter hereof and shall be deemed to cover all information disclosed or obtained by a Party under any other previous confidentiality or non-disclosure agreements, including without limitation the Confidential Disclosure Agreement between the Parties dated August 6, 2008. As to the treatment of trade secrets and disclosures to government or other regulatory agencies, Section 9.1 herein shall control and the Parties agree to amend the July 25, 2007 Collaboration Agreement to make it consistent herewith. Upon the termination of this Agreement, the Receiving Party may disclose shall, at the request of the Disclosing Party, return or destroy the Confidential Information to Governmental Authorities to of the extent that such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or to develop or commercially market productsDisclosing Party, or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) retaining only one copy thereof for purposes of compliance with this Agreement. An officer of the Receiving Party may disclose Confidential Information to shall certify its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty compliance with this provision in writing upon the request of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)Disclosing Party.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party shall maintain as confidential Parties shall, and shall cause their respective Permitted Subcontractors to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not make any public disclosure described in clause (a) but supplied by the other Party under this Agreement and marked or identified as “Confidential.” For purposes of Confidential Information this Article 10, information and data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as “Information.” To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneysAffiliates without breach of any of the provisions of this Agreement; or (v) is required to be disclosed to comply with applicable laws or regulations, accountantsor with a court or administrative order, lendersprovided that the original disclosing Party receives prior written notice of such disclosure and that the receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, insurersif possible, and advisors who are bound by a professional duty to minimize the extent of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)disclosure.

Nondisclosure Obligations. For a period from the Effective Date to three (3a) years after the earlier Each of the expiration of Parties hereto covenants and agrees that it shall only use the Royalty Term (or termination of this Agreement by Hesperix, if Hesperix is the Disclosing Party), the Receiving Party shall maintain as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission another Party as may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that necessary to the extent it is reasonably necessary or appropriate to fulfill carry out its obligations under the Operative Documents or useful to exercise its rights under the Operative Documents, regardless of whether or not the Party itself also owns such Confidential Information, and that it shall limit disclosure of such Confidential Information to employees, consultants, contractors and agents that have a need to know such Confidential Information for one of the purposes described herein and that are bound by confidentiality obligations at least as stringent as those set forth in this Agreement the Receiving Agreement. Each Party may further covenants and agrees, subject to Section 4(d), that unless and until such information is no longer deemed to be Confidential Information, no Party shall disclose any Confidential Information of another Party, regardless of whether or not such Party itself also owns such Confidential Information, in any manner whatsoever, in whole or in part; provided, that nothing herein shall prevent any such Party (a “Disclosing Party”) from disclosing any such Confidential Information: (A) pursuant to any Governmental Order or in any pending or legal or administrative proceeding relating to the Programs; (B) upon the request or demand of any Governmental Authority having jurisdiction over the Disclosing Party to or any of its Affiliates; (C) as required by applicable law (including applicable U.S. securities law), its or the rules and their regulations of any Governmental Authority; (D) with the express written permission of all Parties to which the Disclosing Party has confidentiality obligations under this Agreement with respect to such Confidential Information; (E) as provided in Sections 5 and 6 below; (F) to each Party’s Affiliates and respective officers, directors, employees, sublicenseeslegal counsel, consultants, outside contractors, clinical investigators, independent auditors and other Third Parties, on a need-to-know basis and on the condition that such Persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party is required to keep the Confidential Information confidential hereunder; and (ii) the Receiving Party may disclose Confidential Information to Governmental Authorities to the extent that such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials experts or to develop or commercially market products, or as otherwise may be required by Law or pursuant to legal or regulatory process; and (iii) the Receiving Party may disclose Confidential Information to its attorneys, accountants, lenders, insurers, and advisors agents who are bound by confidentiality obligations at least as stringent as those set forth in this Agreement, and who have a professional duty need to know such Confidential Information in connection with the Programs and (G) to the extent necessary to permit Holdings to exercise its rights under Section 2A of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)Purchase Option Agreement.

Nondisclosure Obligations. For a period Except as otherwise provided in this Section 7, both Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement Confidential Information and data received from the Effective Date to three (3) years after other Party during the earlier of the expiration of the Royalty Term (or termination of this Agreement by Hesperix, if Hesperix is the Disclosing Party), the Receiving Party shall maintain as confidential and shall not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to Program. To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section 7 not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, sublicensees consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party may disclose such Confidential Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or with and to develop or commercially market productsany Product. The obligation not to disclose Confidential Information shall not apply to any part of such information that (i) is or becomes patented, published or as otherwise may be required part of the public domain other than by Law acts of the Party obligated not to disclose such Confidential Information or pursuant its Affiliates or sublicensees in contravention of this Agreement; (ii) is disclosed to legal the receiving Party or regulatory processits Affiliates or sublicensees by a Third Party, provided such Confidential Information was not obtained by such Third Party directly or indirectly from the other Party under this Agreement; and (iii) prior to -------------------- *[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL WHICH HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its Affiliates or sublicensees without use of the other party's Confidential Information Information, or (v) is disclosed pursuant to its attorneysthe order or requirement of a court, accountantsadministrative agency, lendersor other governmental body, insurersprovided, and advisors who are bound by however, that the receiver shall provide prompt notice thereof to enable the discloser to seek a professional duty of confidentiality (so long as the Receiving Party remains responsible for any protective order or otherwise prevent such breaches by such professionals)disclosure.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 15 and subject to Section 19.13, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperixand for a period of ten (10) years thereafter, if Hesperix is the Disclosing Party), the Receiving Party both parties shall maintain as in confidence and use only for purposes permitted by this Agreement (i) confidential information and shall data received from the other party resulting from or related to the use of CDK Targets or UBC Targets for the development of CDK Development Compounds or UBC Development Compounds, respectively; and (ii) all information and data not make any public disclosure of Confidential Information of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may be withheld described in clause (i) above but supplied by the Disclosing Party at the Disclosing Party’s sole discretion; providedother party under this Agreement marked “Confidential.” For purposes of this Article 15, however, that information and data described in clause (i) or (ii) shall be referred to as “Information.” To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Party Agreement, a party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Partiesin the case of DuPont Merck, the DuPont Merck Partnership Board on a need-to-know basis and on the condition that such Persons Affiliates and Third Parties agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party such party is required to keep the Confidential Information confidential hereunderunder this Agreement; and (ii) the Receiving Party a party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials or with and to develop or commercially market products, or as otherwise any product. The obligation not to disclose Information shall not apply to any part of such Information that (i) is properly in the public domain; (ii) is disclosed to the receiving party by a Third Party who may be required by Law or pursuant lawfully do so and is not under an obligation of confidentiality to legal or regulatory processthe disclosing party; and (iii) is known by the Receiving Party may disclose Confidential Information to receiving party at the time of its attorneys, accountants, lenders, insurersreceipt, and advisors who are bound not through a prior disclosure by a professional duty the disclosing party, as documented by business records; or (iv) can be shown by written documents to have been independently developed by the receiving party without reference to the Information received from the disclosing party and without breach of confidentiality (so long as any of the Receiving Party remains responsible for any such breaches by such professionals)provisions of this Agreement.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by the other Party under this Agreement and marked or identified as confidential "Confidential". For purposes of this Article 10, information and shall not make any public disclosure of Confidential Information data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "INFORMATION." To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, PROVIDED that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, PROVIDED that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a professional duty court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For a period from Except as otherwise provided in this ------------------------- Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party shall maintain as confidential Parties shall, and shall cause their respective Permitted Subcontractors to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not make any public disclosure described in clause (a) but supplied by the other Party under this Agreement and marked or identified as "Confidential." For purposes of Confidential Information this Article 10, information and data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "Information." To ----------- the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneysAffiliates without breach of any of the provisions of this Agreement; or (v) is required to be disclosed to comply with applicable laws or regulations, accountantsor with a court or administrative order, lendersprovided that the original disclosing Party receives prior written notice of such disclosure and that the receiving Party takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, insurersif possible, and advisors who are bound by a professional duty to minimize the extent of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)disclosure.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Parties shall, and Dyax shall cause Subsidiary to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development, commercialization or marketing of Collaboration Products and (b) all information and data not described in clause (a) but supplied by one Party shall maintain as confidential and shall not make any public disclosure of Confidential Information to the other under this Agreement or in the course of the Disclosing PartyParties' due diligence investigations prior to the execution of this Agreement and marked or identified as "Confidential." For purposes of this Article 10, without the advance written permission information and data described in clause (a) or (b) of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directorssublicensees, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to substantially the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, PROVIDED that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, PROVIDED that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without use of the other Party's Information or breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a professional duty court or governmental agency, PROVIDED that the receiving Party notifies the other Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches by such professionals)subpoena.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 6, and subject to Article 7 hereof, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperixand for a period of ten (10) years thereafter, if Hesperix is the Disclosing Party), the Receiving Party each party ("Recipient") shall maintain as confidential in confidence and shall use only for purposes of this Agreement any technical, scientific or business information and data relating to the other party's research, development, inventions, products, production, manufacturing, finances, marketing, customers, or business plans, including, but not make any public disclosure of Confidential Information of the Disclosing Partylimited to, without the advance written permission of the Disclosing Partytrade secrets, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; providedknow-how, howeverclinical and non-clinical data, formulas, processes, or other intellectual property, that is or has been disclosed to or otherwise received or obtained by Recipient, whether or not in connection with or pursuant to this Agreement. For purposes of this Article 6, information and data described above shall be referred to as "Information." To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Party Agreement, a party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving Party such party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving Party may a party or its sublicensees may, on a confidential basis wherever reasonably possible, disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain authorizations to conduct clinical trials or with and to develop or commercially market productsthe Product. The obligation not to disclose and use Information shall not apply to any party of such Information that (i) is or becomes available to the public other than by acts of Recipient or its Affiliates or sublicensees in contravention of this Agreement; or (ii) is lawfully disclosed to Recipient or its Affiliates or sublicensees by a third party, provided such Information was not obtained by such third party directly or as otherwise may be required by Law indirectly from the other party under this Agreement or pursuant to legal its Affiliates; or regulatory process; and (iii) prior to disclosure under this Agreement, was already in the Receiving Party may disclose Confidential possession of Recipient or its Affiliates or sublicensees, provided such Information was not obtained directly or indirectly from the other party under this Agreement or its Affiliates; or (iv) can be shown by written documents to have been independently developed by Recipient or its attorneys, accountants, lenders, insurers, and advisors who are bound by a professional duty Affiliates without breach of confidentiality (so long as any of the Receiving Party remains responsible for any such breaches by such professionals)provisions of this agreement.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 7, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of five (5) years thereafter, the Receiving Party Parties shall maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by another Party under this Agreement and marked or identified as confidential "Confidential" (the information and shall not make any public disclosure of Confidential Information of data described in the Disclosing Party, without foregoing clauses (a) and (b) being referred to herein as the advance written permission of the Disclosing Party, which permission may be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that to "Information"). To the extent it is reasonably necessary or appropriate to fulfill its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunder; and (ii) the Receiving confidential. A Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Parties obligated not to develop disclose such Information or commercially market productstheir respective Affiliates or sublicensees in ------------------------ Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law indirectly from the other Party under this Agreement or pursuant to legal or regulatory processthe Original Collaboration Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, PROVIDED, that such Information was not obtained directly or indirectly from another Party under this Agreement or the Original Collaboration Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement or the Original Collaboration Agreement; or (v) is disclosed by the receiving Party pursuant to a subpoena lawfully issued by a professional duty court or governmental agency, provided that the receiving Party notifies the applicable Party immediately upon receipt of confidentiality (so long as the Receiving Party remains responsible for any such breaches subpoena. The Parties hereby acknowledge and agree that the records, books and supporting documentation provided to or reviewed by such professionals)GTC with respect to the Manufacturing Costs and the RD&R Costs shall be deemed to be Genzyme's confidential Information.

Nondisclosure Obligations. For a period from Except as otherwise provided in this Article 10, during the Effective Date to three (3) years after the earlier of the expiration of the Royalty Term (or termination term of this Agreement by Hesperix, if Hesperix is the Disclosing Party)and for a period of ****** years thereafter, the Receiving Parties shall, and GelTex shall cause RenaGel, Inc. to, maintain in confidence and use only for purposes specifically authorized under this Agreement (a) confidential information and data resulting from or related to the development of Collaboration Products and (b) all information and data not described in clause (a) but supplied by another Party shall maintain as confidential under this Agreement and shall not make any public disclosure marked "Confidential." For purposes of Confidential Information this Article 10, information and data described in clause (a) or (b) of the Disclosing Party, without the advance written permission of the Disclosing Party, which permission may preceding paragraph shall be withheld by the Disclosing Party at the Disclosing Party’s sole discretion; provided, however, that referred to as "INFORMATION." To the extent it is reasonably necessary or appropriate to fulfill fulfil its obligations or to exercise its rights under this Agreement the Receiving Agreement, a Party may disclose Confidential Information of the Disclosing Party it is otherwise obligated under this Section not to disclose to its Affiliates, its and their respective officers, directors, employees, sublicensees, consultants, outside contractors, contractors and clinical investigators, and other Third Parties, on a need-to-know basis and on the condition that such Persons entities or persons agree to use the Confidential Information only for purposes specifically authorized by this Agreement and to keep the Confidential Information confidential for the same time periods and to the same extent as the Receiving such Party is required to keep the Confidential Information confidential hereunderconfidential; and (ii) the Receiving a Party or its sublicensees may disclose Confidential such Information to Governmental Authorities government or other regulatory authorities to the extent that such disclosure is reasonably necessary to obtain patents or authorizations to conduct clinical trials with and to market commercially Collaboration Products. The obligation not to disclose Information shall not apply to any part of such Information that: (i) is or becomes patented, published or otherwise becomes publicly known other than by acts of the Party obligated not to develop disclose such Information or commercially market productsits Affiliates or sublicensees in contravention of this Agreement; (ii) can be shown by written documents to have been disclosed to the receiving Party or its Affiliates or sublicensees by a Third Party, provided that such Information was not obtained by such Third Party directly or as otherwise may be required by Law or pursuant to legal or regulatory processindirectly from the other Party under this Agreement; and (iii) prior to disclosure under this Agreement, was already in the Receiving possession of the receiving Party may disclose Confidential or its Affiliates or sublicensees, provided that such Information was not obtained directly or indirectly from the other Party under this Agreement; (iv) can be shown by written documents to have been independently developed by the receiving Party or its attorneys, accountants, lenders, insurers, and advisors who are bound Affiliates without breach of any of the provisions of this Agreement; or (v) is disclosed by the receiving Party or its Affiliates pursuant to a subpoena lawfully issued by a professional duty of confidentiality (so long court or * Confidential Treatment requested for information omitted and filed separately with the SEC. 28 governmental agency, provided that the receiving Party or its Affiliates, as the Receiving Party remains responsible for case may be, notifies the other Parties immediately upon receipt of any such breaches by such professionals)subpoena.