Common use of Proprietary Information; Exceptions Clause in Contracts

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech shall not use any Know Know-How for the manufacture or sale of any product other than a Product in the FieldField of Use. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreementagreement in writing, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release promptly after execution of this Agreement hereto, but such press release shall specifically exclude any reference to the royalty rates in the form attached hereto as Exhibit FSection 3.3 and elsewhere in this Agreement, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use. The Parties shall have the right to review and comment on each other's public disclosure (including, without limitation, publications in journals, press releases subsequent to execution of this Agreement and filings with the U.S. Securities and Exchange Commission)(collectively, "Disclosures") related to the Antibodies, the Products and the relationship contemplated this Agreement, specifically in those instances where one Party's Disclosures make reference to the other Party's name, the Antibodies, the Products or this Agreement. Each Party shall consider the other Party's comments on such Disclosures in good faith and will not unreasonably withhold its acceptance of such Disclosures or the incorporation of the other Party's comments into any such Disclosure.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this AgreementAgreement without the express prior written permission of the other Party. In particular, EyeTech Neither Party shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to of the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall disclose Proprietary Information shall not be reproduced in any form except as required to accomplish of the intent of this Agreement. No Proprietary Information shall be disclosed other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.39.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary InformationInformation of the other Party, but no Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. less than reasonable care. Each Party will notify the other within two (2) Business Days Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary InformationInformation of the other Party. Notwithstanding the above, the parties hereby grant to each other permission to make reasonable disclosures to potential investors or collaborators to facilitate business discussions subject to such investor or collaborator entering into a confidentiality agreement of similar scope to this Section 9. Proprietary Information shall not include any information which, as shown that the receiving Party can demonstrate by competent proofwritten evidence: (a) i. is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) ii. is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) iii. is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure;; or (d) iv. is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this AgreementAgreement without the express prior written permission of the other Party. In particular, EyeTech Neither Party shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to of the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall disclose Proprietary Information shall not be reproduced in any form except as required to accomplish of the intent of this Agreement. No Proprietary Information shall be disclosed other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.39.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary InformationInformation of the other Party, but no less than reasonable care. Each Party will notify the other within two (2) Business Days Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary InformationInformation of the other Party. Notwithstanding the above, the Parties hereby grant to each other permission to make reasonable disclosures to potential investors or collaborators to facilitate business discussions subject to such investor or collaborator entering into a confidentiality agreement of similar scope to this Section 9. Proprietary Information shall not include any information which, as shown that the receiving Party can demonstrate by competent proofwritten evidence: (a) i. is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) ii. is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) iii. is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure;; or (d) iv. is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech ▇▇▇▇▇ shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.35.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use. The obligations of confidentiality, nondisclosure and nonuse contained in this Section 6.3 shall survive any expiration or termination of this agreement for a period of five (5) years.

Proprietary Information; Exceptions. Each Party party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under or in furtherance of this Agreement. In particular, EyeTech neither Kidde nor USGN shall not use any Know USGN Know-How or Kidde Know-How respectively for any purposes other than in furtherance of those expressly licensed under Section 2.1 and for the manufacture or sale commercialization of any product other than a Product in the FieldProducts hereunder. Each Party party may use such the other's Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a reasonable need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party party will obtain prior agreement, agreement from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party party will promptly notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors party in breach hereof, generally known or available; (b) is known by the receiving Party party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party party by a Third Partythird party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited useparty.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received or generated by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech Neither THERAPEUTICS or INNOVATIVE shall not use any Know of the other Party's Know-How for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly described herein. Each Party may use such the other's Proprietary Information only to the extent required to accomplish the purposes of this Agreement. W02-W97-oc:LGA\41332973.5 FINAL DEVELOPMENT AND LICENSING AGREEMENT CONFIDENTIAL DATED SEPTEMBER 5, 2003 BY AND BETWEEN INNOVATIVE MEDICAL SERVICES AND THERAPEUTICS, INC. Page 29 OF 43 Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will prospectively notify the other Party of such intended disclosure and obtain prior agreement, agreement from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will promptly notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors Party in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech Roche shall not use any Know Gilead Know-How for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly licensed under Section 2.1. Each Party party may use such the other's Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party party will obtain prior agreement, agreement from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party party will promptly notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors party in breach hereof, generally known or available; (b) is known by the receiving Party party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party party by a Third Partythird party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited useparty.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this AgreementAgreement without the express prior written permission of the other Party. In particular, EyeTech Aptamera shall not use any Know Licensed Know-How Rights for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly licensed under Section 3 hereof. Each Party may use such Proprietary Information of the other Party only to the extent required to accomplish the purposes of this Agreement. Neither Party shall use Proprietary Information shall not be used of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall use Proprietary Information shall not be reproduced of the other Party in any form except as required to accomplish the intent of this Agreement. No Neither Party shall disclose Proprietary Information shall be disclosed of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.310.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary InformationInformation of the other Party, but no less than reasonable care. Each Party will notify the other within two (2) Business Days Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary InformationInformation of the other Party. For purposes of this Agreement, Proprietary Information concerning the Licensed IP Rights is deemed to be the Proprietary Information of both Parties. Proprietary Information shall not include any information which, as shown that the receiving Party can demonstrate by competent proof:written evidence: Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. (a) i. is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) ii. is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) iii. is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure;; or (d) iv. is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech G▇▇▇▇ shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.35.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use. The obligations of confidentiality, nondisclosure and nonuse contained in this Section 6.3 shall survive any expiration or termination of this agreement for a period of five (5) years.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this AgreementAgreement without the express prior written permission of the other Party. In particular, EyeTech Company shall not use any Know Licensed Know-How for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly licensed under Section 2.1 above. Each Party may use such Proprietary Information of the other Party only to the extent required to accomplish the purposes of this Agreement. Neither Party shall use Proprietary Information shall not be used of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall use Proprietary Information shall not be reproduced of the other Party in any form except as required to accomplish the intent of this Agreement. No Neither Party shall disclose Proprietary Information shall be disclosed of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.38.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary InformationInformation of the other Party, but no less than reasonable care. Each Party will notify the other within two (2) Business Days Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary InformationInformation of the other Party. For purposes of this Agreement, Proprietary Information concerning the Covered Intellectual Property is deemed to be the Proprietary Information of both Parties. Proprietary Information shall not include any information which, as shown that the receiving Party can demonstrate by competent proofwritten evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records;; Portions of this Exhibit were omitted and have been filed separatelyly with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure;; or (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech shall not use any Know How for the manufacture or sale of any product other than a Product in the Field. Each Party may use such Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party will notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release promptly after close of NASDAQ trading on Monday, April 3, 2000, which shall include key financial terms for this Licensing Agreement and the Warrant Agreement, including the initial payment under Section 3.1(a), the aggregate milestone payments under Section 3.2, the number and class of shares issuable upon exercise of the warrant pursuant to the Warrant Agreement and the price per share of such shares, but excluding the royalty rates in the form attached hereto as Exhibit FSection 3.3 and elsewhere in this Agreement, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.

Proprietary Information; Exceptions. Each Party party will maintain all Proprietary Information received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information to any Third Party or use any such Proprietary Information for any purposes other than those necessary or permitted for performance under this Agreement. In particular, EyeTech Roche shall not use any Know Gilead Know-How for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly licensed under Section 2.1. Each Party party may use such the other’s Proprietary Information only to the extent required to accomplish the purposes of this Agreement. Proprietary Information shall not be used for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. No Proprietary Information shall be disclosed to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party party will obtain prior agreement, agreement from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations made to hold in confidence and not make use of such information for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.3. Each Party party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary Information, but no less than reasonable care. Each Party party will promptly notify the other within two (2) Business Days upon discovery of any unauthorized use or disclosure of the Proprietary Information. Proprietary Information shall not include any information which, as shown by competent proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors party in breach hereof, generally known or available; (b) is known by the receiving Party party at the time of receiving such information, as evidenced by its contemporaneous written records; (c) is hereafter furnished to the receiving Party party by a Third Partythird party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving Party party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited useparty.

Proprietary Information; Exceptions. Each Party will maintain all Proprietary Information of the other Party received by it under this Agreement in trust and confidence and will not disclose any such Proprietary Information of the other Party to any Third Party or use any such Proprietary Information of the other Party for any purposes other than those necessary or permitted for performance under this AgreementAgreement without the express prior written permission of the other Party. In particular, EyeTech Company shall not use any Know Licensed Know-How for the manufacture or sale of any product purpose other than a Product in the Fieldthose expressly licensed under Section 2.1 above. Each Party may use such Proprietary Information of the other Party only to the extent required to accomplish the purposes of this Agreement. Neither Party shall use Proprietary Information shall not be used of the other Party for any purpose or in any manner that would constitute a violation of any laws or regulations, including without limitation the export control laws of the United States. Neither Party shall use Proprietary Information shall not be reproduced of the other Party in any form except as required to accomplish the intent of this Agreement. No Neither Party shall disclose Proprietary Information shall be disclosed of the other Party to any employee, agent, consultant, Affiliate, or sublicensee who does not have a need for such information. To the extent that disclosure is authorized by this Agreement, the disclosing Party will obtain prior agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees or clinical investigators to whom disclosure is permitted to be made, to obligations to hold in confidence and not make use of such information Proprietary Information of the other Party for any purpose other than those permitted by this Agreement, that are at least as restrictive as those of this Section 6.38.1. Each Party will use at least the same standard of care as it uses to protect its own Proprietary Information of a similar nature to ensure that such employees, agents, consultants and clinical investigators do not disclose or make any unauthorized use of such Proprietary InformationInformation of the other Party, but no less than reasonable care. Each Party will notify the other within two (2) Business Days Party promptly upon discovery of any unauthorized use or disclosure of the Proprietary InformationInformation of the other Party. For purposes of this Agreement, Proprietary Information concerning the Covered Intellectual Property is deemed to be the Proprietary Information of both Parties. Proprietary Information shall not include any information which, as shown that the receiving Party can demonstrate by competent proofwritten evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving Party, its employees or contractors in breach hereof, generally known or available; (b) is known by the receiving Party at the time of receiving such information, as evidenced by its contemporaneous written records;; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. (c) is hereafter furnished to the receiving Party by a Third Party, as a matter of right and without restriction on disclosure;; or (d) is independently developed by the receiving Party without any breach of this Agreement, as shown by independent, contemporaneous, written records; or (e) is the subject of a prior, express, written permission to disclose provided by the disclosing Party. Notwithstanding any other provision of this Section 6.3, (i) the Parties agree that they shall issue a press release in the form attached hereto as Exhibit F, and (ii) either Party may disclose such terms to bona fide potential corporate partners, to the extent required or contemplated by this Agreement, and to financial underwriters and other Third Parties with a need to know such information, provided that all such disclosures shall be made only to such Third Parties under an obligation of confidentiality and appropriately limited use.