Confidential Information. Each Party (the “Receiving Party”) may receive during the course and conduct of activities under this Agreement, certain proprietary or confidential information of the other Party (the “Disclosing Party”) as furnished to the Receiving Party by or on behalf of the Disclosing Party. The term “Confidential Information” means all ideas and information of any kind, whether in written, oral, graphical, machine-readable or other form, whether or not marked as confidential or proprietary, which are transferred, disclosed or made available by Disclosing Party or at the request of Receiving Party, including any of the foregoing of Affiliates or Third Parties. Notwithstanding anything to the contrary in the foregoing, # any information to the extent including ​ shall be the ​ shall be deemed ​ for purposes of this [Article 12], # any information to the extent including ​ shall be ​, and ​ shall be deemed ​ for purposes of this [Article 12], # the ​ shall be the ​, and ​ shall be deemed ​ for purposes of this [Article 12], # ​ shall be ​, and ​ shall be deemed to be ​ for purposes of this [Article 12], and # any other information disclosed by or on ​ hereunder to ​ shall, for the avoidance of doubt, ​ for purposes of this [Article 12].

Confidential Information. Each Party (“Disclosing Party”) may have disclosed or will disclose to the other Party (“Receiving Party”), and Receiving Party may acquire during the course and conduct of activities under this Agreement, certain proprietary or confidential information of Disclosing Party. The term “Confidential Information” means all ideas and information of any kind, whether in written, oral, graphical, machine-readable or other form, whether or not marked as confidential or proprietary, which are transferred, disclosed or made available to Receiving Party by Disclosing Party or at the request of Receiving Party, including any of the foregoing of Third Parties, pursuant to this Agreement of the License Agreement.

The Parties recognize that, in connection with the performance of this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving Party”). For purposes of this Agreement, the term “Confidential Information” means # proprietary information (whether owned by the Disclosing Party or a third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # information which is marked as confidential at the time of disclosure to the Receiving Party, or if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party within 10 days of disclosure or # technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known to the Receiving Party at the time of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party; # has rightfully been received by the Receiving Party from a third party without breach of this provision; or # has been independently developed by the Receiving Party without using any Confidential Information of the other Party. The Receiving Party agrees # not to use any such Confidential Information for any purpose other than in the performance of its obligations under this Agreement or any Transaction Document and # not to disclose any such Confidential Information, except # to its employees who are reasonably required to have the Confidential Information in connection herewith or with any of the other Transaction Documents, # to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information and # pursuant to, and to the extent of, a request or order by a Governmental Authority. The Receiving Party agrees to take all reasonable measures to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information.

Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, including, but not limited to, the terms of this Agreement and information relating to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products. Confidential Information shall not include any such information that: # is already known to the Receiving Party or its Affiliates (other than under an obligation of confidentiality) at the time of disclosure (as evidenced by written records of the Receiving Party); # is or becomes generally available to the public other than through any act or omission of the Receiving Party or its Affiliates that is in breach of this Agreement; # is disclosed to the Receiving Party or its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of such information; or # is independently discovered or developed by or on behalf of the Receiving Party or its Affiliates without the use of the Confidential Information of the Disclosing Party (as evidenced by written records of the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of each Party.

Each Party may have a proprietary interest or other need for confidentiality in information that may be furnished to the other pursuant to this Agreement (“Confidential Information”). The Party disclosing such information shall be referred to in this section as the “Disclosing Party,” and the Party receiving such information shall be referred to as the ”Receiving Party.”

“Confidential Information” means any non-public, secret, confidential or proprietary information provided by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) pursuant to this Agreement or generated pursuant to this Agreement, whether provided in written, oral, graphic, video, computer or other form, or which is otherwise deemed to be “Confidential Information” by the terms of this Agreement, including but not limited to the Intellectual Property and all other information that has not been made available by the Disclosing Party to the general public that relates to # the provision of Reimbursements, # the business, plans, products, services, finances, technology or affairs of the Disclosing Party and/or # third party confidential information entrusted to the Disclosing Party.

Confidentiality. “Confidential Information” shall mean any information or material that # is considered proprietary by the disclosing party; # not generally known other than by the disclosing party; and # any information which the disclosing party obtains from any third party that the disclosing party treats as proprietary or designates as confidential information, whether or not owned by the disclosing party. The receiving party agrees to hold in confidence and not to reveal to any person or entity any Confidential Information obtained during the course of performance under this Agreement without the prior written consent of the disclosing party. Notwithstanding the foregoing, either Party may disclose such information to its Affiliates on a need to know basis and subject to the confidentiality obligations contained herein. The foregoing restrictions do not apply to Confidential Information that # becomes publicly known other than by unauthorized disclosure by a Party in breach of this Agreement; # was in a Party’s lawful possession prior to disclosure and had not been obtained directly or indirectly from the other Party; or # is required by any court of competent jurisdiction or by governmental or regulatory authority to be disclosed, provided, however, the Party ordered to disclose any portion of any Confidential Information of the other Party shall immediately notify the other Party both orally and in writing. This Section shall survive the expiration or termination of this Agreement for a period of two (2) years.

Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, provided by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement, including, but not limited to, the terms of this Agreement and information relating to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products, including without limitation pricing information, vendor and customer information, plans, proprietary technical information, processes, formulae, data, inventions, methods, knowledge, discoveries, know-how, trade secrets, and the like. Confidential Information shall not include any such information that: # is already known to the Receiving Party or its Affiliates (other than under an obligation of confidentiality) at the time of disclosure (as evidenced by written records of the Receiving Party); # is or becomes generally available to the public other than through any act or omission of the Receiving Party or its Affiliates; # is disclosed to the Receiving Party or its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of such information; or # is independently discovered or developed by or on behalf of the Receiving Party or its Affiliates without the use of the Confidential Information of the Disclosing Party (as evidenced by written records of the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of each Party.

Confidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the term of this Agreement and for three (3) years thereafter, each Party (the “Receiving Party”), receiving any Confidential Information of the other Party (the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not publish or otherwise disclose or use such Confidential Information for any purpose other than as provided for in this Agreement. “Confidential Information means any technical, scientific, regulatory, commercial, business or other information provided by or on behalf of the Disclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any transaction contemplated hereby (including information disclosed prior to the Effective Date under a confidentiality agreement in contemplation of this Agreement), including information relating to the terms of this Agreement or the Product, and the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information shall not include any information that the Receiving Party can establish:

Confidential Information. “Confidential Information” shall mean all scientific, regulatory, marketing, financial, and commercial information or data, whether communicated in written, oral, graphic, electronic or visual form, that is provided by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement. Except as expressly set forth in this Agreement or as otherwise agreed in writing by the parties, the Receiving Party shall keep strictly confidential, in accordance with the terms and conditions of this Article 7, the Disclosing Party’s Confidential Information, shall use the Disclosing Party’s Confidential Information solely as expressly authorized by this Agreement, and shall not disclose the Confidential Information to any Third Party without the prior written consent of the Disclosing Party. The Receiving Party shall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as the Receiving Party would use to protect the Receiving Party’s own Confidential Information, but no less than reasonable care. For the avoidance of doubt, any Confidential Information relating to the Patent Rights, and any inventions disclosed in the Patent Rights, shall be deemed to be Assignee’s Confidential Information.