Common use of Non-Disclosure and Non-Use of Confidential Information Clause in Contracts

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall use the Disclosing Party’s Confidential Information only for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationship, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of care. The Receiving Party shall not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for the purposes of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party Recipient ------------------------------------------------------ shall hold all Confidential Information disclosed to it pursuant to this Agreement in confidence and will use the Disclosing Party’s Confidential Information only for the purpose of evaluating the Relationship performing its obligations under this Agreement and for the purposes of the ongoing Relationship, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of careother purpose whatsoever. The Receiving Party shall Recipient will not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to any third person and will disclose Confidential Information only to such of its affiliates, employees as is necessary or reasonably appropriate to the performance of the Recipient's obligations under this Agreement. Recipient shall ensure that its employees and consultants (“Representatives”), in each case only if such Representatives have a need any permitted subcontractors having access to know, and provided that such Representatives (i) use the Confidential Information for the purposes of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party have previously agreed, either as condition of employment or to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those found in this Section 16(b) as a condition to such access. In the event of that the Recipient is requested or required by court or governmental order to disclose any unauthorized use or disclosure of the Confidential Information, the Recipient shall provide the Disclosing Party with prompt written notice of such request or requirement so that the Disclosing Party may seek a protective order or other appropriate protection. The Receiving Recipient will cooperate with Disclosing Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody at the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole 's expense, to take all reasonable measures (including, but not limited to, obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded confidential treatment by such court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Informationgovernmental entity.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall use Anything in this Agreement to the Disclosing Party’s contrary notwithstanding, all knowledge, know-how, practices, process or other information (hereinafter referred to as "Confidential Information") disclosed or submitted, either orally, in writing or in other tangible or intangible form which is designated as Confidential Information only for by either party to the purpose of evaluating other shall be received and maintained by the Relationship receiving party in strict confidence and for the purposes of the ongoing Relationshipshall not be disclosed to any third party, except that disclosure may be made to Coulter Corporation and Beckman Xxxxxxr Inc. (hereinaftex xxxxexxxxxxx "Coulter"), and Immunotech S.A. xxx Xxmunotech Partners, S.A. (hereinafter collectively "Immunotech") with disclosing parties assuring that Coulter and Immunotech, shall protect such Confidential Information from disclosure to third parties, using axxxx xx the same degree obligations of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of carethis Article 17. The Receiving Party shall not make any copies Oral disclosures of Confidential Information unless which the same are previously approved disclosing party wishes to be maintained in confidence under this Article 17 shall be reduced to writing within fourteen (14) days of in writing by the Disclosing Partydisclosure. The Receiving Party Furthermore, neither party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for any purpose other than those purposes specified in this Agreement. The parties may disclose Confidential Information to the minimum number of their employees reasonably requiring access thereto for the purposes of this Agreement, provided, however, that prior to making any such disclosures each such employee or other recipient shall be apprised of the Relationship only, duty and (ii) are bound obligation to protect the maintain Confidential Information as required hereunderin confidence and not to use such Confidential Information for any purpose other than in accordance with the terms and conditions of this Agreement. The Receiving Party confidentiality obligation under this paragraph shall immediately notify survive the Disclosing Party in the event of any unauthorized use expiration or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms early termination of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential InformationAgreement.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall receiving party agrees to accept and use the Disclosing Party’s Confidential Information only solely for the purpose of evaluating the Relationship and for the purposes of the ongoing RelationshipPurpose, and that the Confidential Information shall protect be kept confidential and shall not be disclosed, published, or disseminated to a third party, provided, however, that (i) the receiving party may make any disclosure of such Confidential Information from to which the disclosing party gives its prior written consent and (ii) Confidential Information may be disclosed to the receiving party's employees and/or representatives with a need to know who are subject to confidentiality obligations not less restrictive than those set forth herein, and solely for the Purpose. The receiving party further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information and ensure that such receiving party’s employees and representatives fully perform the duties and obligations hereunder, but in any event the receiving party agrees to be responsible for any use or disclosure of Confidential Information of any of its said employees and representatives. The receiving party agrees not to use Confidential Information otherwise for its own or any third partiesparty’s benefit without the prior written approval of an authorized representative of the disclosing party in each instance. In performing its duties and obligations hereunder, using the receiving party agrees to use at least the same degree of care used as it does with respect to protect its own proprietary confidential information of like importanceimportance but, but in any case using no less than a event, at least reasonable degree of care. The Receiving Party Further, the receiving party agrees that it shall not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for on any type of media, without the purposes prior express written permission of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure authorized representative of the Confidential Informationdisclosing party. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody It is further agreed that the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties receiving party shall each be responsible liable for any breach of the terms provisions hereunder by any of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Informationits employees and/or representatives.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall receiving party agrees to accept and use the Disclosing Party’s Confidential Information only solely for the purpose of evaluating the Relationship and for the purposes of the ongoing RelationshipPurpose, and that the Confidential Information shall protect be kept confidential and shall not be disclosed, published, or disseminated to a third party, provided, however, that (i) the receiving party may make any disclosure of such Confidential Information from to which the disclosing party gives its prior written consent and (ii) Confidential Information may be disclosed to the receiving party's employees and/or representatives with a need to know who are subject to confidentiality obligations not less restrictive than those set forth herein, and solely for the Purpose. The receiving party further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information and ensure that such receiving party’s employees and representatives fully perform the duties and obligations hereunder, and to this end such party shall obtain appropriate written agreements with its employees and representatives, but in any event the receiving party agrees to be responsible for any use or disclosure of Confidential Information of any of its said employees and representatives. The receiving party agrees not to use Confidential Information otherwise for its own or any third partiesparty’s benefit without the prior written approval of an authorized representative of the disclosing party in each instance. In performing its duties and obligations hereunder, using the receiving party agrees to use at least the same degree of care used as it does with respect to protect its own proprietary confidential information of like importanceimportance but, but in any case using no less than a event, at least reasonable degree of care. The Receiving Party Further, the receiving party agrees that it shall not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the Confidential Information for on any type of media, without the purposes prior express written permission of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Disclosing Party in the event of any unauthorized use or disclosure authorized representative of the Confidential Informationdisclosing party. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody It is further agreed that the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties receiving party shall each be responsible liable for any breach of the terms provisions hereunder by any of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Informationits employees and/or representatives.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall use the Disclosing Party’s Confidential 43 Information only for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationshipa Transaction, and shall protect such Confidential Information from 44 disclosure to third parties, using the same degree of care used to protect its own ideas and proprietary information of like 45 importance, but in any case case, using no less than a reasonable degree of care. The Receiving Party shall not make any copies of 46 Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving 47 Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner 48 in which such notices were set forth in or on the original. The Receiving Party may shall not disclose the Disclosing Party’s 49 Confidential Information to any of its employees, affiliates, employees and or consultants (“Representatives”)) without prior written 50 approval of Disclosing Party. If written approval is provided by Disclosing Party, in each case only if such Representatives have must be on a need to know, need- 51 to-know basis and provided that such Representatives (imust; a) use the Confidential Information for the purposes of the Relationship Transaction 52 only, and (iib) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the 53 Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties parties shall each be 54 responsible for any breach of the terms of this Agreement by them or their Representatives NDA and agree, at their sole expense, to take all reasonable measures (55 including, but not limited to, court proceedings) , to restrain their respective Representatives from prohibited or and/or 56 unauthorized disclosure or use of the Confidential Information.. 57

Non-Disclosure and Non-Use of Confidential Information. The A. Each Receiving Party shall agrees that it will use the Disclosing Party’s Confidential Information only solely for the purpose of evaluating the Relationship and Transaction. Each Receiving Party agrees that it will not disclose the Confidential Information other than as expressly permitted by this Agreement. Any of the Confidential Information may be disclosed to a Party's Representatives if such Representatives reasonably need to know the Confidential Information for the purposes purpose of evaluating the Transaction; provided, however, that each such Representative shall be informed by the Party of the ongoing Relationship, and shall protect such need to maintain the confidential nature of the Confidential Information from disclosure to third parties, using and the same degree of care requirement that it not be used to protect its own proprietary information of like importance, but in any case using no less other than a reasonable degree of carefor the purpose described above. The Receiving Party shall not make be responsible for: (i) the failure of any copies of its Representatives to maintain the confidentiality of all Confidential Information unless to the same are previously approved extent as is required of in writing the Receiving Party hereunder; and (ii) the use by any of its Representatives of the Disclosing PartyConfidential Information for any purpose other than the evaluation of the Transaction. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know, and provided that such Representatives (i) use the accepts Confidential Information for the purposes of Transaction and in connection with the Relationship only, and (ii) are bound to protect business discussions regarding the Confidential Information as required Transaction hereunder. The Other than for the Transaction, the Receiving Party shall immediately notify not use Confidential Information for its own or any third party's benefit or use without the prior written approval of an authorized representative of the Disclosing Party in the event of any unauthorized use or disclosure of the Confidential Information. The Receiving Party agrees not to reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party’s Confidential Information and which are provided to the Receiving Party hereunder. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Informationinstance.

Non-Disclosure and Non-Use of Confidential Information. The Receiving Party shall agrees to accept and use the Disclosing Party’s Confidential Information only solely for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationship, and shall protect such Confidential Information from disclosure to third parties, using the same degree of care used to protect its own proprietary information of like importance, but in any case using no less than a reasonable degree of carePurpose. The Receiving Party shall will not make any copies of Confidential Information unless the same are previously approved of in writing by the Disclosing Party. The Receiving Party shall reproduce the Disclosing Party’s proprietary rights notices on any such approved copiesdisclose, in the same manner in which such notices were set forth in publish, or on the original. The Receiving Party may disclose the Disclosing Party’s disseminate Confidential Information to a third party other than those of its affiliatesemployees, employees and consultants (“Representatives”)officers, in each case only if such Representatives directors, professional advisors or consultants, investors who have a need to know, and provided that such Representatives (i) use know the Confidential Information for the purposes furtherance of the Relationship onlyPurpose (“Permitted Persons”), and (ii) are bound further agrees to protect the take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information and ensure that such Receiving Party’s Permitted Persons fully perform the duties and obligations hereunder, and to this end such party shall obtain appropriate written confidentiality agreements with its Permitted Persons substantially protective as required hereunder. The this Appendix, but in any event the Receiving Party shall immediately notify agrees to be responsible to the Disclosing Party in the event for any act or omission by any of any unauthorized use or disclosure of the its said Permitted Persons regarding Confidential Information, as if the act or omission of its Permitted Persons were performed by the Receiving Party itself. The Receiving Party agrees not to reverse engineer, disassemble use Confidential Information otherwise for its own or decompile any prototypes, software or other tangible objects which embody third party’s benefit without the prior written approval of an authorized representative of the Disclosing Party’s Confidential Information Party in each instance. In performing its duties and which are provided to obligations hereunder, the Receiving Party hereunderagrees to use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives Receiving Party and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use its Permitted Persons may only make copies of the Confidential Information.Information if and to the extent necessary to further the Purpose. The Receiving Party and its Permitted Persons shall maintain in all such permitted copies, all confidential or proprietary markings originally placed upon or contained within the Confidential Information copied, and shall refrain from removing, destroying, altering or rendering illegible any such marking