Common use of Obligation Clause in Contracts

Obligation. The Parties agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and Seelos agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTXSeelos, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VIIVIII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except to carry out its responsibilities and exercise its rights under and otherwise as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its discloseesdiscloses) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information ({but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.,

Obligation. The Parties Licensor and TGTX agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and TGTX agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 * ( * ) days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.. ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406

Obligation. The Parties CyDex and Hospira agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its SublicenseesAffiliates’) own officers, employees, consultants and agents only if and to the extent reasonably necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent reasonably possible consistent with such responsibilities and rights. Except as set forth provided in the foregoing previous sentence, no Party neither party shall disclose Confidential Information of the other to *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. any Third Party without the other’s prior written consent. In all events, however, any and all Any disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than substantially similar to the requirements of this Article VIISection 7. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties Licensor and Omthera agree that they will disclose the other Party’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTXOmthera, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VII. The Party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee (or its disclosees) which would have violated this Agreement if committed by the Party itself. No Party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Party, upon the other’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, including all copies and extracts of documents, within 60 [***] days after the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Company agree that they will disclose the other Partyparty’s Confidential Information to its own (or its respective Affiliate100% stockholder’s, or with respect to TGTXCompany, its Sublicensees’) officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of this Agreement, each Partyparty, upon the other’s request, shall return or destroy (at Disclosing Partydisclosing party’s discretion) all the Confidential Information disclosed to the other Party party pursuant to this Agreement, including all copies and extracts of documents, within 60 days after [***] of the request, except for one archival copy (and such electronic copies that exist as part of the Party’s computer systems, network storage systems and electronic backup systems) of such materials solely to be able to monitor its obligations that survive under this Agreement[***].

Obligation. The Parties CyDex and Sage agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Hospira agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliate’s, or with respect to TGTX, its SublicenseesAffiliates’) own officers, employees, consultants and agents only if and to the extent reasonably necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent reasonably possible consistent with such responsibilities and rights. Except as set forth provided in the foregoing previous sentence, no Party neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, any and all Any disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than substantially similar to the requirements of this Article VIISection 7. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and S▇▇▇ agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION COPY Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 6. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and Sage agree that they will disclose Confidential Information received from the other Party’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its disclosees) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information (but in no event less than a reasonable standard of care). Upon expiration or any termination of this Agreementthe Evaluation Period, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.

Obligation. The Parties CyDex and S▇▇▇ agree that they will disclose the other Partyother’s Confidential Information to its own (or its respective Affiliateparent’s, or with respect to TGTX, its Sublicensees’) own officers, employees, consultants and agents only if and to the extent necessary to carry out their respective responsibilities under this Agreement or in accordance with the exercise of their rights under this Agreement, and such disclosure shall be limited to the maximum extent possible consistent with such responsibilities and rights. Except as set forth in the foregoing sentence, no Party Neither party shall disclose Confidential Information of the other to any Third Party without the other’s prior written consent. In all events, however, and any and all such disclosure to a Third Party (or to any such Affiliate or Sublicensee) shall be pursuant to the terms of a non-disclosure/nonuse disclosure agreement no less restrictive than this Article VIISection 8. The Party party which disclosed Confidential Information of the other to any Third Party (or to any such Affiliate or Sublicensee) shall be responsible and liable for any disclosure or use by such Third Party, Affiliate or Sublicensee Party (or its discloseesdiscloses) which would have violated this Agreement if committed by the Party party itself. No Party Neither party shall use Confidential Information of the other except as expressly allowed by and for the purposes of this Agreement. Each Party party shall take such action to preserve the confidentiality of each other’s Confidential Information as it would customarily take to preserve the confidentiality of its own Confidential Information ({but in no event less than a reasonable standard of care). Upon expiration or termination of Unless otherwise specified in this Agreement and subject to terms and conditions in this Agreement, each Party, upon if so requested by the otherother party a party shall promptly return all relevant records and materials in its possession or control containing or embodying the other party’s request, shall return or destroy (at Disclosing Party’s discretion) all the Confidential Information disclosed to the other Party pursuant to this Agreement, (including all copies and extracts of documents); provided, within 60 days after the requesthowever, except for that each party may retain one archival copy (and such electronic copies that exist as part of the Partyparty’s computer systems, network storage systems and electronic backup systems) of such records and materials solely to be able to monitor its obligations that survive under this Agreement.,