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.

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.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 that is in breach of this Agreement;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.

Definition. “Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, providedConfidential Information. “Confidential Information” shall mean all nonpublic information disclosed by one Partyparty or its agents (the “Disclosing Party”“Disclosing Party”) to the other Partyparty or its agents (the “Receiving Party”“Receiving Party”) in connection with this Agreement, including, but not limited to,that is designated as confidential or that, given the termsnature of this Agreement andthe information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation # nonpublic information relating to the Disclosing Party’Party’s existing or proposed research, development efforts, patent applications,technology, customers, vendors, suppliers, business or products. Confidential Information shall not include any suchplans, intellectual property, promotional and marketing activities, finances, agreements, transactions, financial information that:and other business affairs, and # 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 Affiliatesthird-party information 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.is obligated to keep confidential.

Definition. “Confidential Information”“Confidential Information” means any non-public, secret, confidential or proprietary information, datainformation provided by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) pursuant to this Agreement or know-how,generated pursuant to this Agreement, whether provided in written, oral, visualgraphic, video, computer or other form, providedor which is otherwise deemed to be “Confidential Information” 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 relatingAgreement, including but not limited to the Intellectual Property and all other information that has not been made available by 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 knownParty to the Receiving Partygeneral public that relates to # the provision of Reimbursements, # the business, plans, products, services, finances, technology 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 Informationaffairs of the Disclosing Party (as evidenced by written records ofand/or # third party confidential information entrusted to the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of eachDisclosing Party.

Definition. “Confidential Information” means“Confidential Information” shall mean any and all materials and information concerning the Disclosing Party and its affiliates and their respective businesses, which information is non-public, confidential or proprietary information, data or know-how, whether providedin nature, and shall include, without limitation, # information transmitted in written, oral, visualelectronic, magnetic or any other medium, # all copies and reproductions, in whole or in part, of such information and # all summaries, analyses, compilations, studies, notes 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 existingrecords which contain, reflect, or proposed research, development efforts, patent applications, business or products.are generated from such information; provided, that Confidential Information shalldoes not includeinclude, with respect to any suchDisclosing Party, 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);that # is or becomes generally available to the public other than throughas a result of an action by any act or omission of the Receiving PartyRecipient or its Affiliates that isrespective affiliates or Confidential Advisors 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;Agreement or # is independently discovered or developed by orbecomes available to such Recipient on behalf of the Receiving Party or its Affiliates without the use of the Confidential Information ofa non-confidential basis from a person other than the Disclosing Party (as evidencedand/or any of its affiliates who is not, to the knowledge of such Recipient after due inquiry, otherwise bound by written recordsa confidentiality agreement with the Disclosing Party, or is not, to the knowledge of the Receiving Party). The terms of this Agreement shall be deemed Confidential Information of each Party.Recipient after due inquiry, otherwise prohibited from transmitting the information to the Recipient.

Definition. “Confidential“Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, providedany information disclosed by one Party (the “Disclosing Party”)either party to the other Party (the “Receiving Party”)party, either directly or indirectly, in connection with this Agreement, including, but not limited to,writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is expressly identified as Confidential Information at the termstime of this Agreementsuch initial disclosure and confirmed in writing as being Confidential Information within ten (10) Business Days after the initial disclosure. Confidential Information may also include information relatingdisclosed to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products.a disclosing party by third parties. Confidential Information shall notnot, however, include any such information that:which # was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; # becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; # is already known toin the Receiving Party or its Affiliates (other than under an obligationpossession of confidentiality)the receiving party at the time of disclosure (as evidenced by writtenthe disclosing party as shown by the receiving party’s files and records immediately prior to the time of the Receiving Party);disclosure; # is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; # is independently developed by the receiving party without use of or becomes generally availablereference to the publicdisclosing party’s Confidential Information, as shown by documents and other than through any act or omission ofcompetent evidence in 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;receiving party’s possession; or # is independently discovered or developedrequired by or on behalflaw to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting 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.information from public disclosure.

Definition. “Confidential Information” meansConfidentiality. “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 proprietary information, datanot owned by the disclosing party. The receiving party agrees to hold in confidence and not to reveal to any person or know-how, whether provided in written, oral, visual or other form, provided by oneentity 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 (the “Disclosing Party”)may disclose such information to its Affiliates on a need to know basis and subject to the other Party (the “Receiving Party”) in connection with this Agreement, including, butconfidentiality obligations contained herein. The foregoing restrictions do not limited to, the terms of this Agreement and information relatingapply 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:that # is alreadybecomes publicly 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 Receivingby unauthorized disclosure by a Party or its Affiliates that is in breach of this Agreement; # is disclosedwas in a Party’s lawful possession prior to disclosure and had not been obtained directly or indirectly from the Receiving Party or its Affiliates by a Third Party who had no separate nondisclosure obligation in respect of such information;other Party; or # is independently discoveredrequired by any court of competent jurisdiction or developed by governmental or on behalfregulatory authority to be disclosed, provided, however, the Party ordered to disclose any portion of the Receiving Party or its Affiliates without the use of theany Confidential Information of the Disclosingother Party (as evidenced by written records ofshall immediately notify the Receiving Party). The termsother Party both orally and in writing. This Section shall survive the expiration or termination of this Agreement shall be deemed Confidential Informationfor a period of each Party.two (2) years.

Definition. “Confidential“Confidential Information” means confidential or proprietary information, data or know-how, whether provided in written, oral, visual or other form, providedany information disclosed by one Party (the “Disclosing Party”)either party to the other Party (the “Receiving Party”)party, either directly or indirectly, in connection with this Agreement, including, but not limited to,writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Business Days after the terms of this Agreement andinitial disclosure. Confidential Information may also include information relatingdisclosed to the Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products.a disclosing party by third parties. Confidential Information shall notnot, however, include any such information that:which # was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; # becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; # is already known toin the Receiving Party or its Affiliates (other than under an obligationpossession of confidentiality)the receiving party at the time of disclosure (as evidenced by writtenthe disclosing party as shown by the receiving party’s files and records immediately prior to the time of the Receiving Party);disclosure; # is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; # is independently developed by the receiving party without use of or becomes generally availablereference to the publicdisclosing party’s Confidential Information, as shown by documents and other than through any act or omission ofcompetent evidence in 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;receiving party’s possession; or # is independently discovered or developedrequired by or on behalflaw to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting 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.information from public disclosure.

Definition.Confidential Information. “Confidential Information” means confidentialshall mean all scientific, regulatory, marketing, financial, and commercial information or proprietary information, data or know-how,data, whether providedcommunicated in written, oral, graphic, electronic or visual or other form, that is provided by one Partyparty (the “Disclosing Party”) to the other Partyparty (the “Receiving Party”) in connection with this Agreement, including, but not limited to,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 AgreementArticle 7, the Disclosing Party’s Confidential Information, shall use the Disclosing Party’s Confidential Information solely as expressly authorized by this Agreement, and informationshall 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 Disclosing Party’s existing or proposed research, development efforts, patent applications, business or products. Confidential Information shall not includePatent Rights, and any such information that: # is already known toinventions disclosed in 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 AgreementPatent Rights, shall be deemed to be Assignee’s Confidential Information of each Party.Information.

Definition. “Confidential Information”“Confidential Information” means all 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’Parties’ business and operation, this Agreement’s existingterm sheet, this Agreement and its terms, or proposed research, development efforts, patent applications,other technical, business or products. Confidential Information shallfinancial information provided by the Parties as contemplated by this Agreement. “Confidential Information” does 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 orthat (A) becomes generally available to the public other than through any act or omissionas a result of disclosure by the Receiving Party or its Affiliates that is in breach of this Agreement; # is disclosedreceiving Party, (B) becomes available to the Receivingreceiving Party or its Affiliateson a non-confidential basis from a source other than the disclosing Party, provided that such source is not known by the receiving Party to be bound by a Thirdconfidentiality agreement with the disclosing Party, (C) was previously known by the receiving Party who had no separate nondisclosure obligation in respect of such information;as evidenced by the receiving Party’s written records, or # is(D) was independently discovered or developed by or on behalf of the Receivingreceiving Party or its Affiliates without the use of or reliance on 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.Information.