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

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Confidential Information remain confidential. Accordingly, in order to maintain the confidentiality of the Confidential Information, and in consideration of each Party’s the Discloser making it available to the other PartyRecipient, the Parties hereby further agree that during the Term of this Agreement and for a period of [***] years thereafter (or, with respect to trade secrets included in such Confidential Information, for so long as such trade secrets are maintained as trade secrets under Applicable Law) as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, Affiliates, agents, independent contractors and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its obligations under this Agreement and who agrees in writing to be bound by the terms of this Agreement or an agreement with terms no less protective of the Discloser’s Confidential Information than this Agreement; (b) not to use the Confidential Information for personal gain or to advance or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement and for no other purpose; (c) to protect the Discloser’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipient. In addition, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon Upon discovery of an unauthorized disclosure, the Recipient will endeavor to prevent further disclosure or use and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the other.

Non-Disclosure and Non-Use. The Parties parties also agree that it is imperative for each disclosure of them that CSHL Confidential Information remain confidential. Accordinglyand/or Alnylam Confidential Information to third parties could destroy the value of such information and each hereby agrees, with respect to the Confidential Information of the other party, (i) not to use any such Confidential Information except as expressly permitted hereunder or as authorized in writing by the disclosing party; (ii) to safeguard such Confidential Information against disclosure to others with the same degree of care as it exercises with its own confidential information but in no event less than a reasonable degree of care; (iii) to xxxx any duplication or reproduction, in order to maintain whole or in part, of such Confidential Information with a proprietary notice stating that same is the confidentiality Confidential Information of the Confidential Information, other party; and in consideration of each Party’s making it available to the other Party, the Parties hereby further agree as follows: (aiv) not to disclose or otherwise reveal, such Confidential Information to others without the Discloser’s prior written consent, any portion permission of the other party, all such obligations to continue until the later of (a) five years from the date of the disclosure of the corresponding Confidential Information or any notes, extracts, summaries or other materials derived in any way (b) one year from the inspection effective date of termination of this Agreement. Notwithstanding the foregoing or evaluation thereof by anything to the Recipientcontrary in this Agreement, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform its the obligations under this Agreement and who agrees in writing shall not apply with respect to be bound by any information that the terms of this Agreement or an agreement with terms no less protective receiving party can demonstrate (a) is, as of the Discloser’s Confidential Information than this Agreementdate of disclosure or development hereunder, known to the receiving party as evidenced by written records; (b) not to use is, as of the Confidential Information for personal gain date of disclosure or to advance development hereunder, or support its business ventures or becomes in the business ventures of Third Partiesfuture, publicly available other than to exercise rights by act or perform obligations under this Agreement and for no other purposeomission of the receiving party; (c) is rightfully obtained by the receiving party from a third party without any binder of secrecy, or (d) has been independently developed by the receiving party without use of or reference to protect the Discloser’s disclosing party's Confidential Information Information, as it protects its own demonstrated by such receiving party's independent written records contemporaneous with such development. Notwithstanding any provisions of this Agreement to the contrary, the receiving party may disclose Confidential Information of the disclosing party to the extent and to the persons or entities required under applicable governmental law, rule, regulation or order, including without limitation if required by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a similar naturecountry other than the United States or of any stock exchange or Nasdaq, but provided that such receiving party (i) first gives prompt notice of such disclosure requirement to the disclosing party so as to enable the disclosing party to seek any limitations on or exemptions from such disclosure requirement and (ii) reasonably cooperates, at the disclosing party's request and expense in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the Recipientsuch efforts. In addition, the Recipient will not manufacture parties and their respective duly designated employees, agents or have manufactured by itself representatives or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Partiesother agents may disclose to any and all such persons, and upon discovery of an unauthorized disclosurewithout limitation, the Recipient will endeavor to prevent further disclosure or use United States federal tax treatment and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use tax structure of the Confidential Information transaction(s) covered by this Agreement and all materials of any kind that are provided to the otherparties relating to such tax treatment and tax structure.

Non-Disclosure and Non-Use. The Parties agree that it is imperative for each of them that Receiving Party shall keep confidential and shall not disclose (or permit any third party to disclose) to any third party any Confidential Information remain confidentialof the Disclosing Party. Accordingly, in order Receiving Party shall not use any Confidential Information of the Disclosing Party for any purpose except to maintain perform its obligations under this Agreement. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either Party exercise less than reasonable care in protecting such Confidential Information, and in consideration . The Receiving Party shall limit access to Confidential Information of each the Disclosing Party to the Receiving Party’s making it available to Affiliates and the other Receiving Party, ’s and its Affiliates’ respective (i) employees and contractors who need such access for the Parties hereby further agree as follows: (a) not to disclose or otherwise reveal, without the Discloser’s prior written consent, any portion purpose of the Confidential Information or any notes, extracts, summaries or other materials derived in any way from the inspection or evaluation thereof by the Recipient, except to its employees, directors, officers, and representatives that have a need to know such Confidential Information in order to exercise that Party’s rights and perform Receiving Party performing its obligations under this Agreement and who agrees have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those in writing to this Agreement for the protection of Confidential Information; and (ii) legal counsel and accountants who are under a duty of confidentiality (such parties, collectively, “Representatives”). The Receiving Party shall be bound by the terms responsible for any breach of this Agreement by any of its Representatives’ as if such breach was a breach by the Receiving Party. Receiving Party shall (a) promptly notify Disclosing Party of any unauthorized possession, use or an agreement with terms no less protective knowledge, or attempt thereof, of the DiscloserDisclosing Party’s Confidential Information than this Agreementby any third party; (b) not promptly furnish to use Disclosing Party full details of the Confidential Information for personal gain unauthorized access, possession or to advance use, or support its business ventures or the business ventures of Third Parties, other than to exercise rights or perform obligations under this Agreement attempt thereof; and for no other purpose; (c) use reasonable efforts to protect assist Disclosing Party in investigating or preventing the Discloserrecurrence of any unauthorized access, possession or use, or attempt thereof, of Disclosing Party’s Confidential Information as it protects its own Confidential Information of a similar nature, but in any case will use no less care than reasonable care; and (d) the Recipient will not include the Discloser’s Confidential Information in any application for patent or utility model or design protection in any country filed by or on behalf of the RecipientInformation. In additionthe event that Receiving Party breaches, or threatens to breach, the Recipient will not manufacture or have manufactured by itself or Third Parties products that use the Discloser’s Confidential Information except as otherwise agreed in writing by the Parties, and upon discovery provisions of an unauthorized disclosurethis Section 6, the Recipient will endeavor parties agree that Disclosing Party would have no adequate remedy at law and would therefore be entitled to prevent further disclosure or use immediate injunctive and will notify the Discloser immediately. Except as otherwise expressly set forth herein, neither Party will have any liability resulting from use of the Confidential Information by the otherother equitable relief.