Common use of Non-Disclosure Obligations Clause in Contracts

Non-Disclosure Obligations. Except as otherwise provided in this Article VI, during the Term and for a period of [...***...] thereafter, each Party and their respective Affiliates will maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the terms of this Agreement and information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either Party may disclose Confidential Information to its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such Party uses at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities of the other Party.

Non-Disclosure Obligations. Except as otherwise provided in this Article VI, 10 during the Term and for a period of [...***...] years thereafter, each Party and their respective Affiliates will shall maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential InformationInformation of the other Party. “Confidential Information” means all confidential or proprietary Know-How information (including the terms of this Agreement and information relating to [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided ;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP Mersana Product Know-How, Mersana Platform Know-How, Mersana Other Know-How or Mersana Regulatory Documentation shall be Confidential Information of Mersana (not being an Ablynx Improvementand Mersana shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Product Know-How, Licensee Other Know-How, or Licensee Regulatory Documentation shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and Mersana the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Collaboration IP (“Product Information”) will Know-How shall be considered the Confidential Information of both Ablynx Parties (and Sanofi, (b) either both Parties shall be deemed the receiving Party may disclose Confidential Information to its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such with respect thereto). Each Party uses shall use at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, consultants and clinical investigators and any sublicensees or (sub)contractors only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities of the other Party.

Non-Disclosure Obligations. Except as otherwise provided in this Article VIEmployee shall not, during without first obtaining the Term and for express written consent of the Chief Executive Officer of the Company (“CEO”) or the Board of Directors of the Company (“Board”), or being compelled to do so by a period court of [...***...] thereaftercompetent jurisdiction or a government entity under compulsion of law, each Party and their respective Affiliates will maintain in confidence, and use only for purposes as expressly authorized and contemplated by disclose the existence or terms of this Agreement, all nor the substance of the negotiations leading to this Agreement, to any other Person; save and except to Employee’s spouse, personal attorney, personal accountants, personal tax preparer, and/or the appropriate taxing authorities (each of whom will then be deemed governed by the non-disclosure agreement herein to the extent permitted by applicable law, and Employee will be responsible for any such improper disclosure by such Persons). Employee acknowledges and agrees that Employee (a) was exposed to and received valuable and proprietary Confidential Information (as defined in the Employment Agreement) and (b) agreed to preserve and protect the confidential nature of the Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including Employee also agrees to continue to abide by the terms of this Company’s confidentiality policies and any agreement regarding confidentiality that Employee has with the Company including, without limitation, Employee’s continuing obligations under the Employment Agreement and information relating to such Partythe Company’s research programs, development, marketing Code of Business Conduct and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either Party may disclose Confidential Information to its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such Party uses at least the same standard of care as it uses Ethics. Employee shall take all reasonable measures to protect its own Confidential Information, including by imposing obligations the secrecy of confidentiality and limitations on the use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its avoid disclosure and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make unauthorized use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have . Employee expressly acknowledges that Employee’s breach of the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions obligations contained in this Section 6.18 will likely cause irreparable and substantial harm to the Company and, will preclude either Party from purchasing equity therefore, such obligations may be enforced by injunctive relief or debt securities monetary damages, if available, or any other remedy available at law or equity. In the event of any uncertainty regarding Employee’s obligations contained in this Section 8, Employee agrees to contact the other PartyCEO, in writing, regarding such uncertainty and to seek a good faith clarification and/or resolution of Employee’s obligations under this Section 8. In the event Employee becomes reemployed following Employee’s termination of employment, Employee agrees to promptly and effectively disclose such confidentiality provisions, but not the Agreement itself, to Employee’s new employer(s).

Non-Disclosure Obligations. Except as otherwise provided in this Article VI, during the Term and for a period of [...***...] thereafter, each Receiving Party acknowledges that Confidential Information will be disclosed to it by Disclosing Party and their respective Affiliates will maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the terms of this Agreement and information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either Party may disclose Confidential Information to its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such Party uses at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on any information related thereto disclosed before, during, or after the Business Purposes, is confidential, proprietary, substantial and valuable to Disclosing Party, and that the unlawful use or disclosure of such Confidential Information substantially similar will cause irreparable damage and financial loss to Disclosing Party. Receiving Party promises and agrees to receive and use reasonable efforts to hold Confidential Information in confidence. Without limiting the generality of the foregoing, Receiving Party further promises and agrees: (a) to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure; (b) not to use any of the Confidential Information except for the Business Purposes; (c) not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized in writing by Disclosing Party in accordance with this Agreement or the Business Purposes; (d) not to use any Confidential Information to unfairly compete or obtain an unfair advantage vis-a-vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes; (e) to restrict access to the Confidential Information to those contained herein who clearly need such access to carry out the Business Purposes after an agreement is signed signifying their assent to comply with the provisions of this Agreement; (which may take the form of a professional privilege), f) to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make use advise each of the other Party’s persons to whom it provides access to any of the Confidential Information that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for purposes as expressly authorized and contemplated by this Agreement and do not disclose their benefit or make to the detriment of Disclosing Party, any unauthorized use of such the Confidential Information, (c) Sanofi will have the right and upon request of Disclosing Party, to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, provide Disclosing Party with a copy of written agreement to that effect signed by such persons; and (dg) nothing to comply with any other reasonable security measures requested in writing by Disclosing Party. [*] = Certain confidential information contained in this Article VIdocument, including marked by brackets, is filed with the disclosure Securities and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities Exchange Commission pursuant to Rule 406 of the other PartySecurities Act of 1933, as amended.

Non-Disclosure Obligations. Except as otherwise provided in this Article VI, 9 during the Term and for a period of [...***...] years thereafter, each Party and their respective Affiliates will shall maintain in confidence, and use only for purposes as expressly authorized and contemplated by this Agreement, all Confidential InformationInformation of the other Party. “Confidential Information” means all confidential or proprietary Know-How information (including the terms of this Agreement and information relating to such Party’s research programs, development, marketing and other business practices and finances), data, documents or other materials supplied by the other Party or their respective Affiliates under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided ;” provided, that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP MTI Know-How or MTI Regulatory Documentation shall be Confidential Information of MTI (not being an Ablynx Improvementand MTI shall be deemed the disclosing Party and Licensee the receiving Party with respect thereto), (b) Confidential Information constituting Licensee Know-How or Licensee Regulatory Documentation, and each Potential Co-Exploited Product Data Package, shall be Confidential Information of Licensee (and Licensee shall be deemed the disclosing Party and MTI the receiving Party with respect thereto) and (c) the terms of this Agreement and Confidential Information consisting of Joint Collaboration IP (“Product Information”) will Know-How shall be considered the Confidential Information of both Ablynx Parties (and Sanofi, (b) either both Parties shall be deemed the receiving Party may disclose Confidential Information to its employees agents, legal counsel, consultants, advisors, clinical investigators, sublicensees and (sub)contractors, provided that such with respect thereto). Each Party uses shall use at least the same standard of care as it uses to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of such Confidential Information substantially similar to those contained herein (which may take the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, consultants and clinical investigators and any sublicensees or (sub)contractors only make use of the other Party’s Confidential Information for purposes as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including the disclosure and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities of the other Party.

Non-Disclosure Obligations. Except as otherwise provided in this Article VI10, during the Term term of this Agreement and for a period of [...***...] ten (10) years thereafter, each Party and their respective Affiliates will both Parties shall maintain in confidence, confidence and use only for purposes as expressly specifically authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the terms of under this Agreement Information and information relating to such Party’s research programsdata received from the other Party or created, development, marketing and other business practices and finances), data, documents discovered or other materials supplied conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). To the extent it is reasonably necessary or their respective Affiliates appropriate to fulfill its obligations or exercise its rights under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either a Party may disclose Confidential Information of the other Party that it is otherwise obligated under this Section not to disclose to its employees agentsAffiliates, legal counsellicensees, sublicensees, consultants, advisors, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The term Confidential Information shall not include any information that (i) is or becomes published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such information or its licensees or sublicensees and in contravention of this Agreement; (sub)contractorsii) is disclosed to the receiving Party or its licensees or sublicensees by a Third Party, provided that such information was not obtained by such Third Party uses at least directly or indirectly from the same standard other Party in confidence; (iii) prior to disclosure under this Agreement, was already in the possession of care the receiving Party or its licensees or sublicensees, provided that such information was not obtained directly or indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the receiving Party or its licensees or sublicensees without breach of any of the provisions of this Agreement. In the event the Confidential Information of the disclosing Party is required to be disclosed by the recipient pursuant to a legal, judicial, or administrative procedure, as it uses required by law, the recipient may make the disclosure provided that the Party being required to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of disclose such Confidential Information substantially similar to those contained herein (which may take gives the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make use Party owning the Confidential Information notice of the other Party’s Confidential Information for purposes proposed disclosure with sufficient time to seek relief and that such disclosure, if made, is made so as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including minimize the disclosure at such time and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities to maximize the protection of the other Partyinformation from further disclosure.

Non-Disclosure Obligations. Except as otherwise provided in this Article VI10, during the Term term of this Agreement and for a period of [...***...] ten (10) years thereafter, each Party and their respective Affiliates will both Parties shall maintain in confidence, confidence and use only for purposes as expressly specifically authorized and contemplated by this Agreement, all Confidential Information. “Confidential Information” means all confidential or proprietary Know-How (including the terms of under this Agreement Information and information relating to such Party’s research programsdata received from the other Party or created, development, marketing and other business practices and finances), data, documents discovered or other materials supplied conceived by the other Party in connection with the Collaboration hereunder (“Confidential Information”). To the extent it is reasonably necessary or their respective Affiliates appropriate to fulfill its obligations or exercise its rights under this Agreement, including such information that is marked or otherwise identified as “Confidential”; provided that notwithstanding anything to the contrary, (a) Confidential Information constituting Ablynx Collaboration IP (not being an Ablynx Improvement) or Joint Collaboration IP (“Product Information”) will be considered the Confidential Information of both Ablynx and Sanofi, (b) either a Party may disclose Confidential Information of the other Party that it is otherwise obligated under this Section not to disclose to its employees agentsAffiliates, legal counsellicensors, licensees, sublicensees, consultants, advisors, outside contractors and clinical investigators, on a need-to-know basis on condition that such entities or persons agree in writing to keep such Confidential Information confidential under appropriate confidentiality agreements. The term Confidential Information shall not include any information that (i) is or becomes published or otherwise part of the public domain other than by acts of the Party obligated not to disclose such information or its licensees or sublicensees and in contravention of this Agreement; (sub)contractorsii) is disclosed to the receiving Party or its licensees or sublicensees by a Third Party, provided that such information was not obtained by such Third Party uses at least directly or indirectly from the same standard other Party in confidence; (iii) prior to disclosure under this Agreement, was already in the possession of care the receiving Party or its licensees or sublicensees, provided that such information was not obtained directly or indirectly from the other Party in confidence; or (iv) can be shown by written documents to have been independently developed by the receiving Party or its licensees or sublicensees without breach of any of the provisions of this Agreement. In the event the Confidential Information of the disclosing Party is required to be disclosed by the recipient pursuant to a legal, judicial, or administrative procedure, as it uses required by law, the recipient may make the disclosure provided that the Party being required to protect its own Confidential Information, including by imposing obligations of confidentiality and limitations on the use of disclose such Confidential Information substantially similar to those contained herein (which may take gives the form of a professional privilege), to ensure that its and its Affiliates’ employees, agents, consultants, clinical investigators and any sublicensees or (sub)contractors only make use Party owning the Confidential Information notice of the other Party’s Confidential Information for purposes proposed disclosure with sufficient time to seek relief and that such disclosure, if made, is made so as expressly authorized and contemplated by this Agreement and do not disclose or make any unauthorized use of such Confidential Information, (c) Sanofi will have the right to use and disclose Confidential Information constituting Joint Collaboration IP at its sole discretion, and (d) nothing in this Article VI, including minimize the disclosure at such time and use restrictions in this Section 6.1, will preclude either Party from purchasing equity or debt securities to maximize the protection of the other Partyinformation from further disclosure.