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.

Confidential Information. Each Party (“Disclosing Party”(the “Receiving Party”) may have disclosed or will disclose to the other Party (“Receiving Party”), and Receiving Party may acquirereceive 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”“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 Affiliates or Third Parties, pursuantParties. Notwithstanding anything to the contrary in the foregoing, # any information to the extent including ​ shall be the ​ shall be deemed ​ for purposes of this Agreement[Article 12], # any information to the extent including ​ shall be ​, and ​ shall be deemed ​ for purposes of this [Article 12], # the License Agreement.​ 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].

Confidentiality Obligations. The Receiving Party agrees to treat all Confidential Information. EachInformation as the confidential and exclusive property of the Disclosing Party, and agrees not to disclose any of the Confidential Information to any third-party without first obtaining the written consent of the Disclosing Party. The Receiving Party (“Disclosing Party”) mayagrees to limit access to Confidential Information to those of its directors, officers, employees, agents or other third-party who have disclosed or will disclosea 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 not use it other than as permitted in this Agreement. In particular, and subject to the other Party (“Receiving Party”), andconditions of the preceding sentence, the Receiving Party may acquire duringdisclose intellectual property licensed to it herein to implement this Agreement and the courserights and conductlicenses granted hereunder. The provisions of activities under this Agreement, certain proprietaryparagraph will survive for a period of ​ after the termination or confidential informationexpiration of Disclosing Party.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 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 will ensure that Confidential Information will not be used by Disclosingits directors, officers, employees or agents for any other purpose other than as set forth herein. The above provisions of confidentiality will not apply to that part of Confidential Information, which the Receiving Party or at the request of Receiving Party, including any of the foregoing of Third Parties, pursuant to this Agreement of the License Agreement.can demonstrate by documentary evidence:

Confidential Information. Each Party (“Disclosing“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”) may have disclosed or will disclose to the other Party (“Receivingparty (the “Receiving Party”), and 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 may acquire duringshall keep strictly confidential, in accordance with the courseterms and conductconditions of activities underthis [Article 7], the Disclosing Party’s Confidential Information, shall use the Disclosing Party’s Confidential Information solely as expressly authorized by this Agreement, certain proprietary or confidential informationand shall not disclose the Confidential Information to any Third Party without the prior written consent 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 to Receiving Party byshall use at least the same degree of care to protect the Disclosing Party’s Confidential Information as the Receiving Party or atwould use to protect the requestReceiving Party’s own Confidential Information, but no less than reasonable care. For the avoidance of Receiving Party, includingdoubt, any ofConfidential Information relating to the foregoing of Third Parties, pursuantPatent Rights, and any inventions disclosed in the Patent Rights, shall be deemed to this Agreement of the License Agreement.be Assignee’s Confidential Information.

Each Party (“Disclosing Party”) may have discloseda proprietary interest or will discloseother need for confidentiality in information that may be furnished 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(“Confidential Information”). The Party disclosing such information shall be referred to in this section as the License Agreement.“Disclosing Party,” and the Party receiving such information shall be referred to as the ”Receiving 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. Each Party (“Disclosing Party”) may have disclosed or will disclose toInformation of the other Party (“Receiving 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 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 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 License Agreement.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:

A Party receiving Confidential Information. Each Party (“Disclosing Party”Information (the “Receiving Party”) may have disclosedagrees to strictly keep secret any and all Confidential Information received during the Term from or will disclose toon behalf of the other Party (“(the “Disclosing Party”) using at least the same level of measures 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 disclosed in any form including but not limited to in writing, orally, graphically or in electronic or other form to the Receiving Party”), andParty, observed by the Receiving Party may acquire duringor its employees, agents, consultants, or representatives, or otherwise learned by the course and conduct of activitiesReceiving Party under this Agreement, certain proprietarywhich the Receiving Party knows 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 asreasonably should know is 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.proprietary.

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 (“Disclosing(the “Disclosing Party”) may have disclosed or will disclose to the other Party (“Receiving(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 may acquire duringor its Affiliates (other than under an obligation of confidentiality) at the course and conducttime of activities under this Agreement, certain proprietarydisclosure (as evidenced by written records of the Receiving Party); # is 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 madebecomes 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 or at the request of Receiving Party, including any(as evidenced by written records of the foregoingReceiving Party). The terms of Third Parties, pursuant to this Agreement shall be deemed Confidential Information of the License Agreement.each Party.

The Parties recognize that, in connection with the performance of this Agreement, each Party (“Disclosing Party”(in such capacity, the “Disclosing Party”) may have disclosed or will disclose “Confidential Information” (as defined below) to the other Party (“Receiving Party”(the “Receiving Party”), and Receiving Party may acquire during the course and conduct. For purposes of activities under this Agreement, certainthe term “Confidential Information” means # proprietary information (whether owned by the Disclosing Party or confidentiala third party to whom the Disclosing Party owes a non-disclosure obligation) regarding the Disclosing Party’s business or # 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 notwhich is marked as confidential at the time of disclosure to the Receiving Party, or proprietary, which are transferred, disclosedif in oral form, is identified as confidential at the time of oral disclosure and reduced in writing or made availableother tangible (including electronic) form including a prominent confidentiality notice and delivered to the Receiving Party by Disclosingwithin 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 or at the requesttime of the disclosure by the Disclosing Party; # has become publicly known through no wrongful act of the Receiving Party, includingParty; # 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 foregoing of Third Parties,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 this Agreement of the License Agreement.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 (“Disclosing(the “Disclosing Party”) may have disclosed or will disclose to the other Party (“Receiving(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 may acquire duringor its Affiliates (other than under an obligation of confidentiality) at the course and conducttime of activities under this Agreement, certain proprietarydisclosure (as evidenced by written records of the Receiving Party); # is 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 madebecomes 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 or at the request of Receiving Party, including any(as evidenced by written records of the foregoingReceiving Party). The terms of Third Parties, pursuant to this Agreement shall be deemed Confidential Information of the License Agreement.each Party.