Confidentiality. On and after the date hereof, and for a period of five (5) years thereafter, Assignor shall keep strictly confidential, and shall not disclose to third parties or use, any confidential or Proprietary Information. Assignor’s confidentiality obligations with respect to such information, other than Trade Secret information, shall continue in full force and effect for a period of five (5) year from the date hereof. In addition, and for a period of five (5) years after the date hereof, Assignor shall i) refrain from making use of such information for purposes of manufacturing, producing, licensing, selling or offering for sale the Subject Product or enabling third parties to do so; ii) protect such information from disclosure or discovery by third parties with no less diligence than it does its own confidential, proprietary information and trade secrets; iii) immediately notify the Assignee of any unauthorized disclosure of the information of which the Assignor has knowledge; and # fully cooperate with the Assignee in any effort undertaken to enforce its rights under this Agreement.

With respect to any information that constitutes Trade Secret information, the Assignor’s obligations of confidentiality shall continue in full force and effect in perpetuity. After the date hereof, and in perpetuity thereafter, Assignor shall i) refrain from making use of such information for purposes of manufacturing, producing, licensing, selling or offering for sale the Subject Product or enabling third parties to do so; ii) protect such information from disclosure or discovery by third parties; iii) immediately notify the Assignee of any unauthorized disclosure of the information of which the Assignor has knowledge; and # fully cooperate with the Assignee in any effort undertaken to enforce its rights under this Agreement.

Reciprocal Confidentiality. For a period of ten (10) years from the date hereof, each of Assignor and Assignee shall keep strictly confidential for the benefit of the other, and shall not disclose to third parties or use in any way that is inconsistent with the express or implied terms of this Agreement, any confidential or Proprietary Information. Such confidentiality obligations shall include without limitation i) not making use of such information for purposes of manufacturing, producing, licensing, selling or offering for sale the Subject IP or enabling third parties to do so except as expressly permitted pursuant to this Agreement; ii) using commercially reasonable efforts to protect the secrecy of such information from disclosure or discovery by third parties; iii) upon one Party becoming aware of any unauthorized disclosure of information, such Party shall immediately notify the other Party of such information; and # each Party shall fully cooperate with the other Party in any effort undertaken to enforce either Party’s rights against third parties under this Agreement. With respect to any information that constitutes Trade Secrets, such obligations shall expressly extend beyond the (10) year term, and shall continue in full force and effect in perpetuity; provided, however, that such obligations shall not apply to information that: