Disclosure and Use Restrictions. You agree and covenant: # to treat all Confidential Information as strictly confidential; # not to directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of Your authorized employment duties to the Company or with the prior consent of the Chief Executive Officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and # not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents,

Restrictions on Access, Use and Disclosure. I understand and agree that I must safeguard and maintain the confidentiality, integrity and availability of all Confidential Information at all times. I will not, during or at any time after the cessation of my Engagement with the Company for whatever reason, use the Company's trade secrets to interfere with the relationship between the Company and a customer. I agree that it shall be considered a prohibited act of interference for me to use the Company's trade secrets to participate in soliciting, encouraging, or inducing a customer # to obtain a Competing Product or Service elsewhere, or # to stop or reduce doing business with the Company, except where such conduct is expressly authorized in writing by an authorized officer of the Company. The parties stipulate that this restriction is inherently limited to a reasonable geography or geographic substitute because it is limited to the place or location where the customer is located at the time.

Permitted Disclosure and Use. The Receiving Party shall have the right to disclose Confidential Information if, # in the reasonable opinion of the Receiving Party’s legal counsel, such disclosure is required by any Applicable Laws, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party and the Receiving Party uses commercially reasonable efforts to seek confidential treatment of such Confidential Information and to limit the required disclosure to only that which is required; or # a court, tribunal, administrative agency or other Governmental Authority orders such disclosure, provided that the Receiving Party gives adequate prior notice of such disclosure to the Disclosing Party to permit the Disclosing Party to intervene and to request protective orders or other confidential treatment and to limit the scope of any potential disclosure. The Receiving Party will cooperate reasonably with any such efforts by the Disclosing Party. Furthermore, notwithstanding any other provision of this Agreement, each Party may disclose Confidential Information # as necessary in connection with any financing, merger, sublicensing or similar transaction, subject to confidentiality substantially similar to that required in this Article 6, or as necessary to obtain legal or financial advice from its attorneys, and financial advisors who have an obligation of confidentiality to the Party; and # in connection with prosecuting or defending litigation, Regulatory Approvals, Pricing Approvals and other regulatory filings and communications, and filing, prosecuting and enforcing the Licensed Patents in connection with the Party’s rights and obligations pursuant to this Agreement, where each Party will use reasonable efforts to seek protective orders or other applicable confidentiality, and seek to limit the scope of disclosure, as to any such uses. The Parties shall also be permitted to make disclosures consistent with, and pursuant to, Sections 11.1 and 11.2.

Authorized Disclosure and Use. A Recipient may use and disclose the other Party’s Confidential Information as follows: # under appropriate confidentiality provisions substantially equivalent to those in this Agreement, solely as reasonably required in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, # to the extent such disclosure is reasonably necessary in filing or prosecuting patent, copyright, or trademark applications in accordance with this Agreement, prosecuting or defending litigation, complying with Applicable Laws (including, without limitation, any securities regulations applicable to a Party), obtaining Regulatory Approval, or developing or commercializing a Primary Royalty Product or any product incorporating any VDCs or Derivatives thereof (in the case of Primary) or Legacy Royalty Product or any product incorporating any CDCs or Derivatives thereof (in the case of Legacy), provided, however, that if Recipient is required by Applicable Laws to make any such disclosure of the other Party’s Confidential Information it will, except where reasonably impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use Commercially Reasonable Efforts to secure confidential treatment of such Confidential Information required to be disclosed and, to the extent confidential treatment cannot be secured using Commercially Reasonable Efforts, provide the other Party a reasonable opportunity to review and comment on the proposed disclosure, # in communication with existing and potential investors, consultants, advisors (including financial advisors, lawyers and accountants), lenders, acquirers, acquisition or merger targets, licensees, licensors, and other strategic partners on a need to know basis, in each case under appropriate confidentiality provisions substantially equivalent to those of this Agreement, provided that, in any such disclosure, Primary shall not disclose to any Third Party materially and substantially engaged in the development and commercialization of products in the Legacy Field as a substantial portion of its business the identity of any Advanced CDC or Licensed VDC that is the subject of material ongoing development or commercialization efforts by any Legacy Licensee, Protected Ag Partner Scaffold Information, or Protected Ag Partner Development Process without Legacy’s prior written consent, or # to the extent mutually agreed to in writing by the Parties.

No Disclosure or Use. Consultant agrees that Consultant will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of Consultant’s business relationship with the Company. Consultant further agrees that Consultant will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of Consultant’s business relationship with the Company, and that the provisions of this Section 2.4 shall survive termination of this Agreement for a period of five years.

Limited Disclosure and Use. Each of Chembio and SDS shall hold in confidence any Confidential Information disclosed by the other Party or otherwise obtained by such Party from the other Party as a result of this Agreement, including, without limitation, information obtained via an audit performed pursuant to Section 3, but excluding the licensed intellectual property rights. Each of SDS and Chembio shall protect the confidentiality thereof with the same degree of care that it exercises with respect to its own information of a like nature, but in no event less than reasonable care. Without the prior written consent of the disclosing Party, a receiving Party shall not use, disclose, or distribute any Confidential Information, in whole or in part, except as required to perform such Party's obligations or exercise such Party's rights hereunder. Access to the disclosing Party's Confidential Information shall be restricted to the receiving Party's employees, agents, contractors, and licensees, who, in each case, need to have access to carry out a permitted use and are bound in writing to maintain the confidentiality of such Confidential Information.

Non-Use and Non-Disclosure. Advisor will not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party. It is understood that said Confidential Information shall remain the sole property of the Company. Advisor further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, but not limited to, having each employee of Advisor, if any, with access to any Confidential Information, execute a nondisclosure agreement containing provisions in the Company’s favor identical to Sections 2, 3 and 4 of this Agreement. Confidential Information does not include information which # is known to Advisor at the time of disclosure to Advisor by the Company as evidenced by written records of Advisor, # has become publicly known and made generally available through no wrongful act of Advisor, or # has been rightfully received by Advisor from a third party who is authorized to make such disclosure.

Use. Subtenant shall use the Shared Area only for general office use, and shall use the Subleased Premises for the Permitted Use under the Master Lease, consistent with first class life sciences projects in Brisbane, California, and in compliance with, and subject to, applicable laws and the terms of the Master Lease and this Sublease. Subtenant shall comply with all reasonable rules and regulations promulgated from time to time by Master Landlord or Sublandlord.

Use. Notwithstanding the foregoing Section 11(a), during the Term, each Party shall have the right to use the other Party’s Confidential Information in carrying out its respective responsibilities under this Agreement.

Use. Tenant shall use the Premises only for the operation of a surface parking lot open to the public and other accessory use related to a surface parking lot which are approved by Landlord, which approval shall not be unreasonably withheld or delayed.