Common use of Use and Confidentiality Clause in Contracts

Use and Confidentiality. Except as otherwise agreed in writing by Metabolix, the Recipient shall not use Metabolix's Confidential Information for any purpose other than the Purpose described above. The Recipient shall use the same degree of care to preserve the confidentiality of Metabolix's Confidential Information as he employs with respect to his own Confidential Information, but no less than a reasonable amount of care. The Recipient shall not divulge, in whole or in part, to any third party any of Metabolix's Confidential Information or the fact that discussions may be occurring between the Recipient and Metabolix or any of the terms of this Agreement without the prior written consent of Metabolix, except to the Recipient's professional advisors and attorneys (together, "Representatives") who reasonably require knowledge of such Confidential Information. The Recipient shall inform his Representatives of the confidential nature of such Confidential Information, shall cause his Representatives to treat the Confidential Information confidentially, and shall be responsible for a breach of this agreement by his Representatives. Notwithstanding the foregoing, in the event that the Recipient or any of his Representatives receive a request or are required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose Confidential Information, the Recipient shall, and shall cause his Representatives to, (a) promptly notify Metabolix of the existence, terms and circumstances surrounding such request, (b) consult with Metabolix on the advisability of taking legally available steps to resist or narrow such request, and (c) assist Metabolix, at its expense, in seeking a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained or that Metabolix waives compliance with the provisions hereof, the Recipient or any of his Representatives, as the case may be, may disclose to any tribunal only that portion of the Confidential Information which the Recipient or his Representatives are advised by counsel is legally required to be disclosed, and the Recipient and his Representatives shall exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information .

Use and Confidentiality. Except as otherwise agreed in writing by Metabolix, (a) The Recipient and its Representatives (i) will use the Recipient shall not use Metabolix's Confidential Information solely for any the purpose other than of the Purpose described above. The Recipient shall use Recognition Agreement, (ii) will keep the same degree of care to preserve the confidentiality of Metabolix's Confidential Information as he employs with respect to his own Confidential Informationconfidential, but no less than a reasonable amount of care. The Recipient shall and (iii) will not divulgedisclose, in whole exploit, reverse engineer or in part, to any third party any of Metabolix's Confidential Information or the fact that discussions may be occurring between the Recipient and Metabolix or otherwise use any of the terms Confidential Information in any manner whatsoever; provided, however, that the Recipient may disclose the Confidential Information (i) to such of this Agreement without its Representatives who need such information for the sole purpose of the Recognition Agreement, and (ii) to the extent that the Disclosing Party gives its prior written consent to such disclosure, which consent may be withheld at the sole and absolute discretion of Metabolix, except to the Recipient's professional advisors and attorneys (together, "Representatives") who reasonably require knowledge of such Confidential InformationDisclosing Party. The Recipient shall inform his Representatives any Representative who is provided Confidential Information of the confidential nature of such Confidential Information, shall cause his Representatives to treat the Confidential Information confidentiallyand shall direct such Representative to keep such information confidential. In any event, and the Recipient shall be responsible for a any breach of this agreement Agreement by his any of its Representatives. Notwithstanding In addition, the foregoingRecipient shall refrain from disclosing to any other person outside the Recipient’s Representatives the fact that the Confidential Information has been made available to it and/or that discussions or negotiations are taking place concerning the Recognition Agreement. In no event shall the Center provide, in submit, or otherwise deliver to the event Mitral Foundation any information or data that constitutes or is deemed to be protected health information, as defined 45 C.F.R. § 160.103, as the same may be amended from time to time (“PHI”) and such provision, submission, or other delivery shall not be accepted by the Mitral Foundation and all PHI returned immediately to the Center. (b) If the Recipient or any of his its Representatives receive a request or are required by depositionis required, interrogatoryin the written opinion of the Recipient's counsel, request for documents, subpoena, civil investigative demand or similar process to disclose any Confidential Information, by law, regulation, or legal or regulatory process, the Recipient shall, : (i) take all reasonable steps to preserve the privileged nature and shall cause his Representatives to, (a) promptly notify Metabolix confidentiality of the existenceConfidential Information, terms and circumstances surrounding including requesting that the Confidential Information not be disclosed to non-parties or the public; (ii) give the Disclosing Party prompt prior written notice of such request, (b) consult with Metabolix on request or requirement so that the advisability of taking legally available steps to resist or narrow such request, and (c) assist MetabolixDisclosing Party may seek, at its sole cost and expense, in seeking a an appropriate protective order or other appropriate remedy; and (iii) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain such protective order. In the event that such protective order or other remedy is not obtained or that Metabolix waives compliance with the provisions hereofobtained, the Recipient (or any of his Representatives, as the case may be, may disclose such other Persons to any tribunal whom such request is directed) will furnish only that portion of the Confidential Information which which, on the Recipient or his Representatives are advised by counsel advice of the Recipient's counsel, is legally required to be discloseddisclosed and, and upon the Recipient and his Representatives shall exercise reasonable Disclosing Party's request, use its best efforts to obtain assurance assurances that confidential treatment will be accorded to such Confidential Information information. In the event that the Center is required to comply with any laws or legal process concerning disclosures by public bodies in the state where the Center is located (collectively, "Public Disclosure Laws"), nothing in this Agreement shall in any way limit the ability of the Center to comply with any Public Disclosure Law. The parties acknowledge that any responses, materials, correspondence or documents provided to the Center may be subject to Public Disclosure Laws and may be required to be disclosed to third parties in compliance with such Public Disclosure Laws and any such disclosure will not constitute a breach or threatened breach of this Agreement. In the event the Center makes any disclosure pursuant to and in compliance with any Public Disclosure Law, it shall provide prompt notice to the Mitral Foundation following any such disclosure.

Use and Confidentiality. Except as otherwise agreed in writing by Metabolix, (a) The Recipient and its Representatives (i) will use the Recipient shall not use Metabolix's Confidential Information solely for any the purpose other than of the Purpose described above. The Recipient shall use Recognition Agreement, (ii) will keep the same degree of care to preserve the confidentiality of Metabolix's Confidential Information as he employs with respect to his own Confidential Informationconfidential, but no less than a reasonable amount of care. The Recipient shall and (iii) will not divulgedisclose, in whole exploit, reverse engineer or in part, to any third party any of Metabolix's Confidential Information or the fact that discussions may be occurring between the Recipient and Metabolix or otherwise use any of the terms Confidential Information in any manner whatsoever; provided, however, that the Recipient may disclose the Confidential Information (i) to such of this Agreement without its Representatives who need such information for the sole purpose of the Recognition Agreement, and (ii) to the extent that the Disclosing Party gives its prior written consent to such disclosure, which consent may be withheld at the sole and absolute discretion of Metabolix, except to the Recipient's professional advisors and attorneys (together, "Representatives") who reasonably require knowledge of such Confidential InformationDisclosing Party. The Recipient shall inform his Representatives any Representative who is provided Confidential Information of the confidential nature of such Confidential Information, shall cause his Representatives to treat the Confidential Information confidentiallyand shall direct such Representative to keep such information confidential. In any event, and the Recipient shall be responsible for a any breach of this agreement Agreement by his any of its Representatives. Notwithstanding In addition, the foregoing, in Recipient shall refrain from disclosing to any other person the event fact that the Confidential Information has been made available to it and/or that discussions or negotiations are taking place concerning the Recognition Agreement. (b) If the Recipient or any of his its Representatives receive a request or are required by depositionis required, interrogatoryin the written opinion of the Recipient's counsel, request for documents, subpoena, civil investigative demand or similar process to disclose any Confidential Information, by law, regulation, or legal or regulatory process, the Recipient shall, : (i) take all reasonable steps to preserve the privileged nature and shall cause his Representatives to, (a) promptly notify Metabolix confidentiality of the existenceConfidential Information, terms and circumstances surrounding including requesting that the Confidential Information not be disclosed to non-parties or the public; (ii) give the Disclosing Party prompt prior written notice of such request, (b) consult with Metabolix on request or requirement so that the advisability of taking legally available steps to resist or narrow such request, and (c) assist MetabolixDisclosing Party may seek, at its sole cost and expense, in seeking a an appropriate protective order or other appropriate remedy; and (iii) cooperate with the Disclosing Party, at the Disclosing Party's sole cost and expense, to obtain such protective order. In the event that such protective order or other remedy is not obtained or that Metabolix waives compliance with the provisions hereofobtained, the Recipient (or any of his Representatives, as the case may be, may disclose such other Persons to any tribunal whom such request is directed) will furnish only that portion of the Confidential Information which which, on the Recipient or his Representatives are advised by counsel advice of the Recipient's counsel, is legally required to be discloseddisclosed and, and upon the Recipient and his Representatives shall exercise reasonable Disclosing Party's request, use its best efforts to obtain assurance assurances that confidential treatment will be accorded to such Confidential Information information. In the event that the Center is required to comply with any laws or legal process concerning disclosures by public bodies in the state where the Center is located (collectively, "Public Disclosure Laws"), nothing in this Agreement shall in any way limit the ability of the Center to comply with any Public Disclosure Law. The parties acknowledge that any responses, materials, correspondence or documents provided to the Center may be subject to Public Disclosure Laws and may be required to be disclosed to third parties in compliance with such Public Disclosure Laws and any such disclosure will not constitute a breach or threatened breach of this Agreement. In the event the Center makes any disclosure pursuant to and in compliance with any Public Disclosure Law, it shall provide prompt notice to the Mitral Foundation following any such disclosure.

Use and Confidentiality. Except 5.1 All of the information, records, books and data to which each party and/or their respective representatives are given access as otherwise agreed set forth above including, but not limited to, that which relates to research, products, services, customers, markets, business policies or practices, unreleased developments, inventions, processes, designs, drawings, engineering, marketing, business plans or finances and the terms, conditions and existence of this Agreement and all discussions between the parties (the “Confidential Information”), will be used by such party solely for the purpose of analyzing the Acquisition and the parties hereto and will be treated on a confidential basis. Each of the parties covenants to each other that they will not at any time, other than in writing by Metabolixaccordance with the terms of this Agreement, disclose the Recipient shall not Confidential Information of the other to any person or entity without the prior written approval of the disclosing party, or use Metabolix's any such Confidential Information for any purpose purpose, other than for the Purpose described abovespecific purpose of evaluating and negotiating the terms of the Acquisition, unless specifically pre-approved in writing by the disclosing party, subject to required disclosure to regulatory authorities and as otherwise required by the rules of the Exchange which may be applicable. The Recipient Each party shall use maintain the same degree confidential nature of care to preserve the confidentiality of Metabolix's Confidential Information as he employs with respect of the other in its possession by taking commercially reasonable steps to his own Confidential Informationprotect the information from unauthorized use, but access and disclosure, which shall be no less than a reasonable amount of carethose efforts made by the receiving party to protect its own confidential information. The Recipient shall not divulge, in whole or in part, to any third receiving party any of Metabolix's may disclose Confidential Information of the other only to its employees, shareholders and consultants who have a 'need-to-know' for the purposes of evaluating and negotiation the Acquisition. None of the parties will make any public announcement concerning the Acquisition or related negotiations without the other parties' prior written approval, except as may be required by law or the fact that discussions policies of the Exchange. Where such an announcement is required by law or the policies of the Exchange, the party required to make the announcement will inform the other parties of the contents of the proposed announcement and will make commercially reasonable efforts to obtain the other parties’ written approval for the announcement, which approval may not be occurring between unreasonably withheld. The parties covenant and agree to keep confidential all of the Recipient and Metabolix or any information including the Confidential Information obtained by it concerning the business, assets of the other including the terms of this Agreement without the except such information which: (a) prior written consent of Metabolix, except to the Recipient's professional advisors and attorneys (together, "Representatives") who reasonably require knowledge of such Confidential Information. The Recipient shall inform his Representatives date hereof was already in the possession of the other; (b) is generally available to the public; (c) is required to be disclosed by a party to any regulatory body having jurisdiction over the parties hereto; or (d) is made available to the other party on a non-confidential nature basis from a source other than a party to this Agreement, or their representatives, provided that such source is not in breach of such Confidential Information, shall cause his Representatives any confidentiality obligation owing to treat the party to which the Confidential Information confidentially, and shall be responsible for a breach relates. 5.2 Notwithstanding the foregoing provisions of this agreement by his Representatives. Notwithstanding the foregoing, in the event that the Recipient or any of his Representatives receive a request or are required by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process to disclose Confidential Informationparagraph, the Recipient shallobligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required in connection with governmental, and shall cause his Representatives to, (a) promptly notify Metabolix of the existence, terms and circumstances surrounding such request, (b) consult with Metabolix on the advisability of taking legally available steps to resist or narrow such request, and (c) assist Metabolix, at its expense, in seeking a protective order regulatory or other appropriate remedy. In applicable filings related to the event that such protective order or other remedy is not obtained or that Metabolix waives compliance with the provisions hereof, the Recipient or any of his Representatives, as the case may be, may disclose to any tribunal only that portion of the Confidential Information which the Recipient or his Representatives are advised by counsel is legally required to be disclosed, and the Recipient and his Representatives shall exercise reasonable best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information transactions contemplated under this Agreement.