Confidentiality. Each of the Seller Parties and Buyer Parties will, and will cause their respective Representatives to: # treat and hold in strict confidence any Confidential Information, and will not use for any purpose, nor directly or indirectly disclose, distribute, publish, disseminate or otherwise make available to any third party any of the Confidential Information without the other Party’s prior written consent; # in the event that a Party becomes legally compelled to disclose any Confidential Information, to provide the other Parties with prompt written notice of such requirement so that such other Party may seek a protective order or other remedy or waive compliance with this Section 5.5; # in the event that such protective order or other remedy is not obtained, or such other Party waives compliance with this Section 5.5, to furnish only that portion of such Confidential Information which is legally required to be provided as advised in writing by outside counsel and to exercise their commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information; and # to promptly furnish to such other Party any and all copies (in whatever form or medium) of all such Confidential Information and to destroy any and all additional copies of such Confidential Information and any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided, however, that Confidential Information shall not include any information which, at the time of disclosure by a Party or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement by a Party or its Representatives. Notwithstanding anything else herein, each Party shall be permitted to disclose the transactions contemplated in this Agreement and the Ancillary Documents to # any Person for whom consent, notice, waiver or approval is required in connection with such transactions, solely for the purpose of satisfying such consent, notice, waiver or approval requirement, # their Representatives, # their stockholders, limited partners and other holders of securities, # the courts, the Independent Expert or an arbitrator pursuant to Sections 1.5, 8.4 and 9.100], # any Tax Governmental Authority in connection with any tax audit, examinations or other similar tax Action involving any tax return or tax matter, and # any Governmental Authority to the extent necessary or advisable in compliance with Law.

Confidentiality. During the term of this Agreement, Buyer, Seller and their respective representatives shall hold in strict confidence all data and information obtained with respect to the opposite party, its business, the Property or the transaction contemplated by this Agreement (including the existence and terms of this Agreement), whether obtained before or after the execution and delivery of this Agreement, and shall not disclose the same to others, other than to counsel, accountants or agents or independent contractors, in each case, who have a need to know such information for the purposes of completing the transaction contemplated in this Agreement and are associated with the Property, who must agree to maintain the information in strict confidence, or in a judicially or administratively ordered proceeding where the disclosure is required by law, or in connection with reporting requirements related to securities laws. Notwithstanding anything herein to the contrary, Buyer and Seller representatives shall have the right to contact any officials representing the Town of Henrietta (and any political subdivisions or departments thereof), or the County of Monroe (and any political subdivisions or departments thereof) or the State of New York (and any political subdivisions or departments thereof) in connection with the Property or the transaction contemplated under this Agreement or the Expansion. The provisions of this Paragraph 26 shall survive termination or Closing.

The Agents will maintain the confidentiality of the Information and, unless and until such Information shall have been made publicly available by the Company or by others without breach of a confidentiality agreement, shall disclose the Information only as provided for herein, authorized by the Company or as required by law or by request of a governmental authority, FINRA or court of competent jurisdiction. In the event the Agents is legally required to make disclosure of any of the Information, the Agents will give prompt notice to the Company prior to such disclosure, to the extent the Agents can practically do so.

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.

Confidentiality. The terms of this Agreement and any information related to [[Organization A:Organization]] and/or the Business shall be kept strictly confidential by the Parties and their Representatives, which confidentiality will survive the Closing or termination of this Agreement for a period of three (3) years; provided however, that the Parties may disclose confidential information to the extent required by law or any governmental authority of competent jurisdiction and to employees, members, agents, attorneys, accountants and advisors as required to perform the obligations under this Agreement.

Confidentiality. Each party recipient of confidential information about a disclosing party agrees to keep the disclosing party’s confidential information strictly confidential, provided, however, that the obligation will terminate as to any information that becomes generally available to the biomedical research community. The parties agree that a breach of confidential information constitutes an irreparable harm and that an injured party may seek all available judicial relief, including but not limited to injunction and damages. Parties may share confidential information with their attorneys, employees, investors, accountants, and agents so long as these are bound to confidentiality by a written agreement containing terms at least as strict as those herein.

Confidentiality. Employee shall not disclose, publicize or allow or cause to be publicized or disclosed any of the terms and conditions of this Agreement, or the existence of the Agreement itself, unless and to the extent required or compelled by law. This provision constitutes a material term of this Agreement. Employee shall keep the fact, amount and terms of this Agreement completely confidential and shall not hereafter disclose any information concerning this Agreement to any person or entity, provided that: # Employee may make such disclosures as are required by law, or as are necessary for legitimate enforcement or compliance purposes; and # Employee may disclose the fact, amount and terms of this Agreement to her attorneys and tax advisors, but only as necessary for legitimate legal or financial reasons. The Parties agree that nothing herein prevents the Company from disclosing any of the terms and conditions of this Agreement in accordance with public company disclosure requirements.

Confidentiality. During the course of your employment, you have had and will have access to non-public financial, proprietary, commercial, business and/or technical information relating to ​ (collectively, "Confidential Information"). In addition, you understand that the Company will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty by the Company to maintain the confidentiality of such information. You agree to keep confidential, both during and at all times after employment, all Confidential Information and Third Party Information, and that you will not disclose any such information (except as required by applicable law or regulatory authority, pursuant to Section 4 below, or for the proper performance of your duties and responsibilities for the Company). You further agree to abide by your confidentiality obligations, both during and at all times after employment, which apply under applicable law, to which you acknowledge agreeing in the Company's Code of Business Ethics (the "COBE"), and to which you may agree under other applicable policies or agreements that you may accept or acknowledge as an employee of the Company.

Confidentiality. Except to the extent otherwise required by law, the Participant shall not disclose, in whole or in part, any of the terms of this Agreement. This paragraph 22 does not prevent the Participant from disclosing the terms of this Agreement to the Participant’s spouse or beneficiary or to the Participant’s legal, tax, or financial adviser, provided that the Participant take all reasonable measures to assure that the individual to whom disclosure is made does not disclose the terms of this Agreement to a third party except as otherwise required by law.

Confidentiality. As an executive employee of the Company, you will have access to certain confidential information of the Company and/or its affiliates and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company and/or its affiliates. To protect the interests of the Company and its affiliates, you will need to sign the Company’s “Employee Invention Assignment, Confidentiality, Non- Solicitation, and Non-Competition Agreement,” (attached as Exhibit A) applying to the Company and its affiliates, as a condition of your employment. We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer, client or other person or to violate any other obligations you may have to any former employer, client or other person. During your employment with the Company and for one year thereafter, you agree that you will not engage, directly or indirectly, in any activity that is involving drugs for the treatment of cancer indication for which company owned assets are being actively developed by the Company. You will disclose to the Company in writing any such proposed employment, business or activity, and must receive written consent from the Compensation Committee of the MAIA Biotechnology Board of Directors. You will not assist any other person or organization in competing with the Company or its affiliates or in preparing to engage in competition with the business or proposed business of the Company or its affiliates.