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.

Confidentiality Obligations. The Parties recognize that,Receiving Party shall treat as confidential all of the Disclosing Party’s Confidential Information and shall not use such Confidential Information except as expressly permitted under this Agreement or other agreements entered into between the Parties. Without limiting the foregoing, the Receiving Party shall use the same degree of care and means that it utilizes to protect its own information of a similar nature, but in any event not less than reasonable care and means, to prevent the unauthorized use or the disclosure of such Confidential Information to third parties. The Confidential Information may be disclosed only to employees, contractors, permitted assignees or sublicensees of the Receiving Party with a reasonable “need to know’’ and who are instructed and agree not to disclose the Confidential Information and not to use the Confidential Information for any purpose, except as set forth herein. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction, or in connection with the performancerequirements of this Agreement, eachan initial public offering or securities filing; provided, however, that prior to any such disclosure, the Receiving Party (in such capacity,shall # assert the “Disclosing Party”) may disclose “Confidential Information” (as defined below)confidential nature of the Confidential Information to the other Party (the “Receiving Party”). For purposes of this Agreement, the term “Confidential Information” meansagency, # proprietary information (whether owned byimmediately notify the Disclosing Party in writing of the agency’s order or a third partyrequest to whomdisclose, and # cooperate fully with the Disclosing Party owesin protecting against any such disclosure and/or obtaining a non-disclosure obligation) regardingprotective order narrowing the Disclosing Party’s business or # information which is marked as confidential atscope of the time of disclosure to the Receiving Party, or if in oral form, is identified as confidential at the time of oralcompelled 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 ofprotecting 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.confidentiality.

The Parties recognize that, in connection withA Party receiving Confidential Information (the “Receiving Party”) agrees to strictly keep secret any and all Confidential Information received during the performanceTerm from or on behalf of this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving“Disclosing Party”). For purposes using at least the same level of this Agreement, the term “Confidential Information” means # proprietarymeasures as it uses to protect its own Confidential Information, but in any case at least commercially reasonable and customary efforts. Confidential Information shall include 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 ifdisclosed in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or other tangible (including electronic)any 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 knownin writing, orally, graphically or in electronic or other form 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 receivedParty, observed by the Receiving Party from a third party without breach of this provision; or # has been independently developedits employees, agents, consultants, or representatives, or otherwise learned by the Receiving Party without using any Confidential Information ofunder this Agreement, which 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 Agreementknows 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 herewithshould know is confidential 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.proprietary.

TheConfidentiality. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties recognizeagree that, in connection withfor the performanceterm of this Agreement,Agreement and for three (3) years thereafter, 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, receiving any Confidential Information of the other Party. The Receiving Party agrees #(the “Disclosing Party”) hereunder shall keep such Confidential Information confidential and shall not topublish or otherwise disclose or use any 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 performance of its obligations underDisclosing Party to the Receiving Party pursuant to this Agreement or otherwise relating to or disclosed during any Transaction Documenttransaction 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 # not to disclose any such Confidential Information, except # to its employees who are reasonably required to have the scientific, regulatory or business affairs or other activities of either Party; provided that, Confidential Information in connection herewith or withshall not include any ofinformation that 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.can establish:

The Parties recognize that, in connection withConfidential Information. Each Party (the “Receiving Party”) may receive during the performancecourse and conduct of activities under this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) tocertain proprietary or confidential information of the other Party (the “Receiving“Disclosing Party”). For purposes as furnished to the Receiving Party by or on behalf of this Agreement, the Disclosing Party. The term “Confidential Information” means # proprietaryall ideas and information (whether ownedof 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 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 timerequest 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,foregoing of Affiliates or Third Parties. Notwithstanding anything to the contrary in the foregoing, # to its agents, representatives, lawyers and other advisers that have a need to know such Confidential Information and # pursuant to, andany information to the extent of, a requestincluding ​ 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 order by a Governmental Authority. The Receiving Party agreeson ​ hereunder to take all reasonable measures to protect​ shall, for the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information.avoidance of doubt, ​ for purposes of this [Article 12].

The Parties recognize that,Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in connection with the performance of this Agreement, eachwritten, oral, visual or other form, provided by one Party (in such capacity, the “Disclosing Party”(the “Disclosing Party”) may disclose “Confidential Information” (as defined below) to the other Party (the “Receiving Party”“Receiving Party”). For purposes in connection with this Agreement, including, but not limited to, the terms of this Agreement, the term “Confidential Information” means # proprietaryAgreement and information (whether owned byrelating 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 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 confidentialits 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,Party or ifits Affiliates that is in oral form,breach of this Agreement; # 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 delivereddisclosed to the Receiving Party within 10 daysor its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of disclosuresuch information; or # technical information including but not limited to source code, documents, and product plans. “Confidential Information” shall not include information which: # was known tois independently discovered or developed by or on behalf of the Receiving Party ator its Affiliates without the timeuse 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.Disclosing Party (as evidenced by written records of the Receiving Party). The Receiving Party agrees # not to use any suchterms of this Agreement shall be deemed 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.each Party.

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”). ForConfidential Information 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”Contract shall not include information which: # was knownif and only to the extent that the Receiving Party atestablishes that the timeinformation: # is or becomes a part of the disclosure by the Disclosing Party; # has become publicly knownpublic domain through no wrongful act or omission of the Receiving Party; # has rightfullywas in the Receiving Party’s lawful possession prior to the disclosure and had not been receivedobtained by the Receiving Party either directly or indirectly from the Disclosing Party; or # is lawfully disclosed to the Receiving Party by a third party without breach of this provision; or # has been independently developedrestriction on disclosure. Confidential Information may also be disclosed by the Receiving Party without using any Confidential Informationpursuant to a requirement of a governmental agency, regulatory body or by operation of law, provided that the other Party. The Receiving Party agrees # not to use any such Confidential Information for any purpose other than in the performancerecipient shall disclose only that part 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 that it is required to disclose and shall notify the Disclosing Party prior to such disclosure in connection herewitha timely fashion in order to permit the Disclosing Party to lawfully attempt to prevent or with anyrestrict such disclosure should it so elect, and shall take all other reasonable and lawful measures to ensure the continued confidential treatment of the other Transaction Documents, #same by the party to its agents, representatives, lawyers and other advisers that have a need to know suchwhich the 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.is disclosed.

The Parties recognize that, in connection withObligation; Term. Except to the performance ofextent otherwise expressly authorized by this Agreement, each Party (in such capacity, the “Disclosing Party”) may disclose “Confidential Information” (as defined below) toParties agree that, during the otherTerm and thereafter, each 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 receiving any Confidential Information of the other Party. The Receiving Party agrees(the “Disclosing Party”) hereunder will: # keep the Disclosing Party’s Confidential Information confidential; # not disclose, or permit the disclosure of, the Disclosing Party’s Confidential Information; and # not use, or permit to use any suchbe used, the Disclosing Party’s Confidential Information for any purpose other than inas expressly permitted under the performanceterms 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.Agreement.

Confidentiality Obligations. The Parties recognize that, in connection withReceiving Party agrees to treat all Confidential Information as the performanceconfidential and exclusive property 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, and agrees not to disclose any of the Confidential Information to any third-party to whomwithout first obtaining the written consent of 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 suchlimit access to Confidential Information for any purpose other than in the performanceto those of its obligations under this Agreementdirectors, officers, employees, agents or any Transaction Document and # not to disclose any such Confidential Information, except # to its employeesother third-party 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 information and who have been informed of and are obligated in writing to maintain the confidential nature of such Confidential Information as set forth herein and # pursuant to,not use it other than as permitted in this Agreement. In particular, and subject to the extent of,conditions of the preceding sentence, the Receiving Party may disclose intellectual property licensed to it herein to implement this Agreement and the rights and licenses granted hereunder. The provisions of this paragraph will survive for a requestperiod of ​ after the termination or order by a Governmental Authority.expiration of this Agreement; provided, however, with respect to any trade secrets disclosed hereunder, the provisions of this paragraph will survive while the status of the trade secret remains. The Receiving Party agreeswill ensure that Confidential Information will not be used by its directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to take all reasonable measures to protectthat part of Confidential Information, which the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, the Disclosing Party’s Confidential Information.Receiving Party can demonstrate by documentary evidence:

The Parties recognize that, in connection with the performance of this Agreement, each Party (in such capacity, the “Disclosing Party”) may discloseConfidentiality. “Confidential Information” (as defined below) toshall mean any information or material that # is considered proprietary by the disclosing party; # not generally known other Party (the “Receiving Party”). For purposes of this Agreement,than by the term “Confidential Information” meansdisclosing party; and # any information which the disclosing party obtains from any third party that the disclosing party treats as proprietary information (whetheror designates as confidential information, whether or not owned by the Disclosingdisclosing 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 ormay disclose such information to its Affiliates on a third partyneed 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 disclosureknow basis and subject to the Receiving Party, or if in oral form, is identified as confidential at the time of oral disclosure and reduced in writing orconfidentiality obligations contained herein. The foregoing restrictions do not apply to Confidential Information that # becomes publicly known 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 thethan by unauthorized disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party; # has rightfully been received by the Receivinga Party from a third party withoutin breach of this provision;Agreement; # was in a Party’s lawful possession prior to disclosure and had not been obtained directly or indirectly from the other Party; or # has been independently developedis required by any court of competent jurisdiction or by governmental or regulatory authority to be disclosed, provided, however, the Receiving Party without usingordered to disclose any portion of any Confidential Information of the other Party. The Receiving Party agrees # not to use any such Confidential Information for any purposeshall immediately notify the other thanParty both orally and in writing. This Section shall survive the performanceexpiration or termination 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 anyfor a period 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.two (2) years.