Common use of Confidential Information; Non-Disclosure Clause in Contracts

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement which is marked “Confidential” or “Proprietary,” or which, under all of the given circumstances, ought reasonably to be treated as confidential information of the Disclosing Party. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each Party’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research and development or know-how, processes, inventions, techniques, formulae, products and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findings, data, plans or other records, biological materials, software, margins, payment terms and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosure. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, during the term of this Agreement, and thereafter, shall: (i) treat as confidential all Confidential Information of the other Party; (ii) use Confidential Information only for exercising the rights and fulfilling the obligations set forth in this Agreement, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party party (the “Disclosing Partydisclosing party”) to the other Party party (the “Receiving Partyreceiving party”) pursuant to this Agreement which is marked “Confidential” or “Proprietary,” or which, under all of the given circumstances, ought reasonably to be treated as confidential information of the Disclosing Partydisclosing party. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each Partyparty’s Confidential Information specifically includes without limitation the respective Partyparty’s business plans and business practices, the terms of this Agreement, scientific knowledge, research and development or know-how, processes, inventions, techniques, formulae, products and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findings, data, plans or other records, biological materials, software, margins, payment terms and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR ACT or LICENSEE relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked marked, identified or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureconfirmed. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Partydisclosing party, the Receiving Partyreceiving party, during the term of this Agreement, and thereafter, shall: (i) treat as confidential all Confidential Information of the other Partyparty; (ii) use Confidential Information only for exercising the rights and fulfilling the obligations set forth in this Agreement, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing Partydisclosing party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party receiving party shall protect the Disclosing Partydisclosing party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement which which, if disclosed in written form, is marked “Confidential” or “Proprietary,” or by a similar legend or which, under all of the given circumstancesif disclosed orally or visually, ought reasonably to be treated is identified as confidential information at the time of disclosure and confirmed by written outline mailed to the other Party within thirty (30) days of the Disclosing Partyoriginal disclosure. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each PartyLicensee’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research Agreement and development or know-how, processes, inventions, techniques, formulae, products any sublicense agreements and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findingsall information, data, plans or other records, biological materials, software, margins, payment terms reports and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE statements relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureLicensed Products and Licensed Services. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, each Party shall during the term of this Agreement, Agreement and thereafter, shallfor five (5) years after its termination: (i) treat not use Confidential Information of the Disclosing Party except for the purposes of fulfilling its obligations or exercising or enforcing its rights under this Agreement, or as confidential all otherwise authorized herein or in writing by the Disclosing Party, (ii) disclose the Confidential Information of the Disclosing Party only to those of its employees, directors, and consultants who have need to know or use such Confidential Information for the foregoing purposes or as authorized by the Disclosing Party, provided that the Receiving Party will ensure such disclosees are bound by obligations of confidentiality at least as restrictive as those set forth in this Section 6.1. In addition, the Parties may disclose the Confidential Information of the other Party to its Affiliates (and their employees, directors and consultants) or permitted sublicensees or distributors for the foregoing purposes or as authorized by the other Party; (ii) use Confidential Information only for exercising the rights and fulfilling the , provided such disclosees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, (iii) implement reasonable procedures to prohibit Section 6.1. Each of the disclosure, unauthorized duplication, misuse or removal Parties shall protect the Confidential Information of the Disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in this Agreement, no ownership right is granted in any Confidential Information.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement which which, if disclosed in written form, is marked “Confidential” or “Proprietary,” or by a similar legend or which, under all of the given circumstancesif disclosed orally or visually, ought reasonably to be treated is identified as confidential information at the time of disclosure and confirmed by written outline mailed to the other Party within thirty (30) days of the Disclosing Partyoriginal disclosure. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each PartyLicensee’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research Agreement and development or know-how, processes, inventions, techniques, formulae, products any sublicense agreements and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findingsall information, data, plans or other records, biological materials, software, margins, payment terms reports and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE statements relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureLicensed Products and Licensed Services. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, each Party shall during the term of this Agreement, Agreement and thereafter, shallfor five (5) years after its termination: (i) treat not use Confidential Information of the Disclosing Party except for the purposes of fulfilling its obligations or exercising or enforcing its rights under this Agreement, or as confidential all otherwise authorized herein or in writing by the Disclosing Party, (ii) disclose the Confidential Information of the Disclosing Party only to those of its employees, directors, and consultants who have need to know or use such Confidential Information for the foregoing purposes or as authorized by the Disclosing Party, provided that the Receiving Party will ensure such disclosees are bound by obligations of confidentiality at least as restrictive as those set forth in this Section 8.1. In addition, the Parties may disclose the Confidential Information of the other Party to its Affiliates (and their employees, directors and consultants) or permitted sublicensees or distributors for the foregoing purposes or as authorized by the other Party; (ii) use Confidential Information only for exercising the rights and fulfilling the , provided such disclosees are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement, (iii) implement reasonable procedures to prohibit Section 8.1. Each of the disclosure, unauthorized duplication, misuse or removal Parties shall protect the Confidential Information of the Disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in this Agreement, no ownership right is granted in any Confidential Information.

Confidential Information; Non-Disclosure. During the course of such Services, Consultant may be exposed to confidential and proprietary information including but not limited to products, processes, technologies, innovative concepts, customer information, processing capabilities, and information which may be of a personal nature and other valuable personal identity information designated as confidential expressly or by the circumstances in which it is provided (collectively “Confidential Information” ”). Confidential Information does not include (i) information already known or independently developed by the recipient; (ii) information in the public domain through no wrongful act of the recipient, or (iii) information received by the recipient from a third party who was free to disclose it; (iv) information disclosed to a third party by the owner without restriction. It is agreed that Confidential Information shall mean not be revealed or disclosed to any technicalthird party at any time, businessexcept as may be authorized in writing by an officer or authorized representative of the party that is the proprietary owner of the Confidential Information, financialor when such disclosure is required by law, customer subject to the receiving Party giving prior notice to Company to allow it to seek protective or other information disclosed by one Party (the “Disclosing Party”) court orders. Each party receiving Confidential Information hereby agrees that it shall not use, commercialize or disclose such Confidential Information to any person or entity, except to the other individuals having a “need to know” (and who are themselves bound by similar nondisclosure restrictions). In the event that the Receiving Party (or its Agents become legally compelled to disclose any of the “Confidential Information, the Receiving Party”) pursuant Party shall use its best efforts to promptly notify Company and provide reasonable cooperation to Company in connection with its efforts to lawfully avoid or limit disclosure and preserve the confidentiality of the Confidential Information in such circumstances. Both parties acknowledge and agree that the unauthorized disclosure of Company’ Confidential Information could cause harm and significant injury to the Company, which may be difficult to ascertain. Company makes no warranty or representation as to the accuracy or completeness of any information provided to the Receiving Party hereunder; provided that neither party shall knowingly provide any false or misleading information to the other. Upon termination of this Agreement which is marked “Confidential” or “Proprietary,” or whichat the request of Company, under the Receiving Party shall immediately return all of the given circumstances, ought reasonably to be treated as confidential information of the Disclosing Party. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each Party’s Confidential Information specifically includes without limitation and copies thereof, or if directed by Company, shall immediately destroy all copies of such, and shall furnish proof of their destruction to Company. Protection of Trade Secrets. Without the respective Partyprior written consent of Company, Consultant shall not directly or indirectly disclose or use at any time, either during or subsequent to Consultant’s business plans and business practicesconsulting arrangement with Company, the terms of this Agreementany trade secrets, scientific knowledge, research and development or know-how, processesor any other secret or confidential information, inventionsknowledge or data of Company ("Confidential Information"). Such Confidential Information shall include, techniques, formulae, products and product plans, business operationsbut not be limited to, customer requirementsand supplier lists, product designs, sketches, photographs, engineering drawings, specifications, reports, studies, findings, data, plans or other records, biological materials, software, margins, payment terms and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureprograms. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, during the term of this Agreement, and thereafter, shall: (i) treat as confidential all Confidential Information of the other Party; (ii) use Confidential Information only for exercising the rights and fulfilling the obligations set forth in this Agreement, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions Upon termination of this Agreement, or (c) recipients any time prior thereto upon request of offering documents in connection with any offering of securities where such disclosure isCompany, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party Consultant shall protect the Disclosing Party’s promptly return all property and all Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importancewhich are in Consultant’s possession or under Consultant’s control, but in no event less than reasonable careincluding all materials which incorporate such Confidential Information.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) pursuant to this Agreement which is marked “Confidential” or “Proprietary,” or which, under all of the given circumstances, ought reasonably to be treated as confidential information of the Disclosing Party. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each Party’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research and development or know-how, processes, inventions, techniques, formulae, products and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findings, data, plans or other records, biological materials, software, margins, payment terms and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosure. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, during the term of this Agreement, and thereafter, shall: (i) treat as confidential all Confidential Information of the other Party; , (ii) use Confidential Information only for exercising the rights and fulfilling the obligations set forth in this Agreement, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party party (the “Disclosing disclosing Party”) to the other Party (the “Receiving receiving Party”) pursuant to this Agreement which is marked “Confidential” or “Proprietary,” or which, under all of the given circumstances, ought reasonably to be treated as confidential information of the Disclosing disclosing Party. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 8.2 below, each Party’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research and development or know-how, processes, inventions, techniques, formulae, products and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findings, data, plans or other records, biological materials, software, margins, payment terms and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR ESI or LICENSEE AgeX relating to the LICENSED PROCESSESProducts, LICENSED PRODUCTS the ESI Cell Lines, the ESI Patent Rights, AgeX Developments, AgeX Cell Developments or LICENSED SERVICES any products or services developed, manufactured, sold or performed under this Agreement whether or not such information is marked marked, identified or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureconfirmed. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing disclosing Party, the Receiving receiving Party, during the term of this Agreement, and thereafter, shall: (i) treat as confidential all Confidential Information of the other Party; (ii) use Confidential Information only for exercising the rights and fulfilling the obligations set forth in this Agreement, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing disclosing Party’s Confidential Information; (iv) not disclose Confidential Information to any third partyThird Party, and (v) only disclose the Confidential Information to (a) those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving receiving Party shall protect the Disclosing disclosing Party’s Confidential Information using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Confidential Information; Non-Disclosure. “Confidential Information” shall mean any technical, business, financial, customer or other information disclosed by one Party party (the “Disclosing Party”) to the other Party party (the “Receiving Party”) pursuant to this Agreement which which, if disclosed in written form, is marked “Confidential” or “Proprietary,” or by a similar legend or which, under all of the given circumstancesif disclosed orally or visually, ought reasonably to be treated is identified as confidential information at the time of disclosure and confirmed by written outline mailed to the other party within thirty (30) days of the Disclosing Partyoriginal disclosure. Such information may be disclosed in oral, visual or written form (including magnetic, optical or other media). Except as expressly provided in Section 10.2 below, each PartyLicensee’s Confidential Information specifically includes without limitation the respective Party’s business plans and business practices, the terms of this Agreement, scientific knowledge, research Agreement and development or know-how, processes, inventions, techniques, formulae, products any sublicense agreements and product plans, business operations, customer requirements, designs, sketches, photographs, drawings, specifications, reports, studies, findingsall information, data, plans or other records, biological materials, software, margins, payment terms reports and sales forecasts, volumes and activities, designs, computer code, technical information, costs, pricing, financing, business opportunities, personnel, and information of LICENSOR or LICENSEE statements relating to the LICENSED PROCESSES, LICENSED PRODUCTS or LICENSED SERVICES whether or not such information is marked or identified provided that the Disclosing Party provides notice in writing reasonably identifying such Confidential Information within 30 days of disclosureLicensed Products and Licensed Services. Except to the extent expressly authorized by this Agreement or by other prior written consent by the Disclosing Party, the Receiving Party, each party shall during the term of this Agreement, Agreement and thereafter, shallfor five (5) years after its termination: (i) treat as confidential all not use Confidential Information of the other Disclosing Party except for the purposes of fulfilling its obligations or exercising or enforcing its rights under this Agreement, or as otherwise authorized herein or in writing by the Disclosing Party; , (ii) use disclose the Confidential Information of the Disclosing Party only to those of its employees, directors, and consultants who have need to know or use such Confidential Information for exercising the rights and fulfilling foregoing purposes or as authorized by the Disclosing Party, provided that the Receiving Party will ensure such disclosees are bound by obligations of confidentiality at least as restrictive as those set forth in this AgreementSection 8.1. In addition, (iii) implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the Disclosing Party’s Confidential Information; (iv) not Licensee may disclose Confidential Information of TXG to any third partyits Affiliates (and their employees, directors and (vconsultants) only disclose or permitted sublicensees or distributors for the Confidential Information to (a) foregoing purposes or as authorized by TXG, provided such disclosees are bound by obligations of confidentiality at least as restrictive as those of its employees who have a need to know Confidential Information in order to exercise the rights and fulfill the obligations set forth in this Agreement and (b) legal and professional advisors and existing and potential investors and their legal and professional advisors, each Section 8.1. Each of which is bound by a written agreement (or in the case of attorneys or other professional advisors, formal ethical duties) requiring such advisors and investors to treat, hold and maintain such Confidential Information in accordance with the terms and conditions of this Agreement, or (c) recipients of offering documents in connection with any offering of securities where such disclosure is, in the opinion of counsel for the Disclosing Party, reasonably required to comply with the investment disclosure laws of any applicable jurisdiction. Without limiting the foregoing, the Receiving Party parties shall protect the Disclosing Party’s Confidential Information of the Disclosing Party using at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care. Except as expressly provided in this Agreement, no ownership right is granted in any Confidential Information.