Common use of Exceptions to Confidentiality Clause in Contracts

Exceptions to Confidentiality. “Confidential Information” does not include information that (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. “Confidential Information” does not include information that the Receiving Party can show (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission or any foreign equivalent (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide be entitled to make such disclosure, provided that it provides prompt prior written notice to the Disclosing Party and take takes all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. “Confidential Information” does The obligations under this Article VIII will not include apply to any information to the extent the recipient Party can demonstrate by competent evidence that such information: (a) is (at the time of disclosure) or becomes (after the time of disclosure) known to the public or part of the public domain through no breach of this Agreement by the recipient Party or its Affiliates; (b) was known to, or was otherwise in the lawful knowledge and possession of of, the Receiving recipient Party or its Affiliates prior to the time it was disclosed to, or learned by, of disclosure by the Receiving disclosing Party or any of its Affiliates, ; (c) is disclosed to the recipient Party or was otherwise an Affiliate on a non-confidential basis by a Third Party who is entitled to disclose it without breaching any confidentiality obligation to the disclosing Party or any of its Affiliates; or (d) is independently developed independently by or on behalf of the Receiving recipient Party or its Affiliates, as evidenced by its written records kept in records, without reference to the ordinary course of business, or other documentary proof of actual use Confidential Information disclosed by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving disclosing Party or its Affiliates in breach of under this Agreement; . CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Specific aspects or (d) was disclosed details of Confidential Information will not be deemed to be within the Receiving Party public domain or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to in the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules possession of the U.S. Securities and Exchange Commission (including recipient Party merely because the Confidential Information is embraced by reason more general information in the public domain or in the possession of any securities offering by Licensee)the recipient Party. Further, any stock exchange combination of Confidential Information will not be considered in the public domain or listing entity, in the Receiving possession of the recipient Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, merely because individual elements of such Confidential Information required to be disclosed) to limit are in the extent public domain or in the possession of the disclosure recipient Party unless the combination and obtain confidential treatment for any remaining required disclosureits principles are in the public domain or in the possession of the recipient Party.

Exceptions to Confidentiality. “Confidential Information” does The obligation of confidentiality shall not include apply with respect to any particular portion of information that (a) was if: a. it is in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of the Disclosing Party's communication thereof to the Receiving Party; or b. it entered the public domain through no breach of this Agreement by the Receiving Party subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; or c. it was in the Receiving Party's possession, free of any obligation of confidence, at the time of the Disclosing Party's communication thereof to the Receiving Party; or d. it was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time of the Disclosing Party's communication thereof to the Receiving Party; or e. such information was developed by representatives of the Receiving Party, independently of and without reference to the information and the Receiving Party has evidence of such independent development. Within ten (10) days following either a request from the Disclosing Party or the completion of business dealings between the parties hereto, the Receiving Party will deliver to the Disclosing Party or destroy all tangible copies of the Confidential Information, including but not limited to magnetic or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information or parts thereof, and any copies of the Confidential Information in whatever form. If the Receiving Party destroys the Confidential Information, then upon request of the Disclosing Party, the Receiving Party will certify in writing to the Disclosing Party that the Confidential Information has been completely destroyed. Notwithstanding the foregoing, the Receiving Party shall be entitled to keep (i) one (1) copy of any investment committee memoranda, due diligence memoranda or other similar analyses, compilations, studies or other documents containing or referencing Confidential Information in its disclosure legal/compliance files as required to satisfy legal, regulatory or professional obligations and (ii) electronic files of Confidential Information automatically backed up or stored pursuant to the Receiving Party’s customary information technology management procedures until such electronic files are deleted in the ordinary course; provided, however, that any such retained Confidential Information shall remain subject to the terms and obligations set forth in this Agreement. In the event that the Receiving Party is requested or required by applicable law, rule, regulation or other legal process to disclose any Confidential Information, it is agreed that the Receiving Party will, to the extent legally permissible, provide the Disclosing Party with reasonable written notice of any such request or requirement so that the Disclosing Party may seek (with the Receiving Party’s reasonable cooperation, if requested by the Disclosing Party at its expense) an appropriate protective order or other such remedy. If, failing the entry of a protective order, the Receiving Party is nonetheless, based on the advice of its legal counsel, required by law, regulation or judicial process to disclose Confidential Information, the Receiving Party may disclose only that portion of the Confidential Information that such legal counsel advises that the Receiving Party is compelled to disclose; provided, however, that the Receiving Party requests assurance that confidential treatment will be accorded to such disclosed Confidential Information. Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Agreement if it discloses Confidential Information to any regulatory or administrative agency having jurisdiction over the Receiving Party or its Affiliatesoperations, as evidenced by written records regardless of whether the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure Confidential Information is formally requested and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written without notice to the Disclosing Party and take all reasonable steps (including cooperating with Party, provided, however, that such disclosure is not in response to any inquiry specific to the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosureParty.

Exceptions to Confidentiality. “Confidential Information” does not include information that (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Receiving Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the such disclosure will not constitute a breach of this Article 7 provided such Receiving Party shall provide prompt prior written notice [*] to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. “The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information” does not include information that : (a) was which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the lawful knowledge and possession of the Receiving Party or (other than pursuant to the terms of this Agreement) without restriction as to its Affiliates disclosure, prior to the time it was disclosed todisclosure of such information by or on behalf of the Disclosing Party or the Company, or learned by, as reasonably evidenced by appropriate documentation; [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or its Affiliates, non-use; (d) which is independently developed or was otherwise developed independently created by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or (other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available than pursuant to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (diii) was for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the Receiving extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to others. In such information; and (z) without limiting the event a Party is required to make a disclosure under Law or regulationgenerality of the foregoing, the order of a court of competent jurisdictionParties will use Commercially Reasonable Efforts to ensure that, or subject to Applicable Laws, the rules list of the U.S. Securities and Exchange Commission (including by reason Products is redacted from any copy of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information this Agreement required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for filed with any remaining required disclosuregovernment or regulatory body.

Exceptions to Confidentiality. “Confidential Information” does not include information that (a) This Agreement imposes no obligation upon Customer with respect to any Confidential Information disclosed under this Agreement that: (i) Customer can demonstrate by prior written documentation that such information was already in the lawful knowledge and Customer’s possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party Effective Date (other than via disclosure from Carrier or its Affiliates, Representatives) and was not known by Customer to be subject to an obligation of secrecy; (ii) is or was otherwise developed independently becomes a matter of public knowledge through no fault or violation of Customer; or (iii) is rightfully received by Customer from a third party who is not under a duty of confidentiality to Carrier. provided that Customer shall have the Receiving Party or its Affiliates, as evidenced by written records kept burden of demonstrating the applicability of the exceptions set forth in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; clause (iii). (b) was generally available Customer may disclose Confidential Information to agencies of federal, state and local governments to the public extent such disclosure is required by applicable, final, non-appealable order, law, rule (including any stock exchange rule), regulation or otherwise part of the public domain at the time of its disclosure legal process; provided however, that, to the Receiving Party or its Affiliatesextent practicable, as evidenced by Customer shall (i) give prompt written records of the Receiving Party or its Affiliates; notice (cbut in no event less than five (5) became generally available business days prior to the public or otherwise part date of the public domain after its disclosure and other than through required disclosure) of any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such request for such information to othersCarrier, (ii) cooperate with Carrier to the extent permissible, to challenge the request or limit the scope there of, as Carrier may reasonably deem appropriate, (iii) take reasonable measures to ensure the security and confidential treatment of the Confidential Information which must be disclosed, and (iv) in the event Carrier is unable to obtain a protective order or other appropriate remedy, disclose only that portion of the Confidential Information which Customer is advised by counsel that it is legally obligated to disclose. In matters covered by the event a Party is required preceding sentence, Customer shall be entitled to make a disclosure under Law or regulation, rely on the order written advice of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosureits legal counsel.

Exceptions to Confidentiality. “The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information” does not include information that : (a) was which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the lawful knowledge and possession of the Receiving Party or (other than pursuant to the terms of this Agreement) without restriction as to its Affiliates disclosure, prior to the time it was disclosed todisclosure of such information by or on behalf of the Disclosing Party or the Company, or learned by, as reasonably evidenced by appropriate documentation; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or its Affiliates, non-use; (d) which is independently developed or was otherwise developed independently created by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or (other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available than pursuant to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (diii) was for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the Receiving extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to others. In [**] Certain information in this document has been omitted and filed separately with the event a Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission Commission. such information; and (including by reason z) without limiting the generality of any securities offering by Licensee), any stock exchange or listing entitythe foregoing, the Receiving Party shall provide prompt prior written notice Parties will use Commercially Reasonable Efforts to ensure that, subject to Applicable Laws, the Disclosing Party and take all reasonable steps (including cooperating with list of the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information Products is redacted from any copy of this Agreement required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for filed with any remaining required disclosuregovernment or regulatory body.

Exceptions to Confidentiality. “The restrictions and obligations set forth in Sections 5.1.1, 5.1.3 and 5.1.4 will not apply to any Confidential Information” does not include information that : (a) was which is or becomes generally available to the public through no fault on the part of the Receiving Party; (b) which is lawfully in the lawful knowledge and possession of the Receiving Party or (other than pursuant to the terms of this Agreement) without restriction as to its Affiliates disclosure, prior to the time it was disclosed todisclosure of such information by or on behalf of the Disclosing Party or the Company, or learned by, as reasonably evidenced by appropriate documentation; (c) which lawfully becomes available to the Receiving Party from a source other than the Disclosing Party and the Company without any duty as to confidentiality or its Affiliates, non-use; (d) which is independently developed or was otherwise developed independently created by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or (other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available than pursuant to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach terms of this Agreement) without the use of any Confidential Information of the Disclosing Party, as reasonably evidenced by appropriate documentation; or (e) which is required to be disclosed or provided to any court, government or regulatory body of competent jurisdiction (including any relevant securities exchange) (i) pursuant to any Applicable Laws, judgment, decree or order; (ii) as necessary to make regulatory filings and communications related to HMPL-004 or any Products; or (diii) was for the purpose of asserting or defending against any claims relating to Intellectual Property Rights, including, in particular, any action taken to protect and enforce Intellectual Property Rights; provided, however, that (x) any such information disclosed pursuant to this Section 5.1.2(e) will be disclosed only to the Receiving extent required by Applicable Laws, judgment, decree or order; (y) except with respect to required disclosure to tax authorities, the Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not seeking to disclose or provide such information will give the other Parties prompt written notice of such requirement and fully cooperate with the other Parties so that the other Parties and/or the Company (as the case may be) may obtain reasonable assurances that confidential treatment will be accorded to others. In such information; and (z) without limiting the event a Party is required to make a disclosure under Law or regulationgenerality of the foregoing, the order of a court of competent jurisdictionParties will use Commercially Reasonable Efforts to ensure that, or subject to Applicable Laws, the rules list of the U.S. Securities and Exchange Commission (including by reason Products is redacted from any copy of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information this Agreement required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for filed with any remaining required disclosuregovernment or regulatory body.

Exceptions to Confidentiality. “The restrictions on use and disclosure of Confidential Information” does Information shall not include apply to information that to the extent any of the following is true: (a) was the information is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available to the public; (b) the information is known by the recipient or is already in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to recipient before it receives the time it was disclosed to, or learned by, information from the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; disclosing party; (c) became generally available the information is furnished to the public recipient by a third party who did not acquire the information directly or otherwise part of indirectly from the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than disclosing party under an obligation of confidentiality, by a Third Party who had no obligation confidentiality to the Disclosing Party disclosing party or its Affiliates otherwise under circumstances in which such third party did not have the legal right to disclose such acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information; (e) the information is required by law or by order of any court or governmental authority to othersbe disclosed by the recipient. In the event a Party is required to make a disclosure under Law or regulationof such compulsory disclosure, however, the order of a court of competent jurisdiction, or recipient shall use reasonable efforts to give the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such minimum Confidential Information required to be disclosed, whether or not a protective order or other remedy is in place; (f) the information is made available by the disclosing party to limit a third party without similar restrictions; or (g) the extent information (i) does not relate to the business or operations of the disclosure Newco or is scientific know-how or scientific techniques and obtain confidential treatment for any remaining required (ii) is not disclosed in writing or reduced to writing and marked as “confidential” or with a comparable marking within thirty (30) days of disclosure.

Exceptions to Confidentiality. “Confidential Information” does not include information that (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Receiving Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the such disclosure will not constitute a breach of this Article 7 provided such Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. “Confidential Information” does Notwithstanding the foregoing Section 13(b), the parties' obligations respecting confidentiality and limitation on use under Section 13(b) shall not include apply to any particular information or materials that the other party can demonstrate: (ai) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving party; (iii) was in the lawful knowledge and possession of the Receiving Party receiving party at the time of disclosure to it without being subject to an obligation of confidentiality; (iv) was received after disclosure to it from a third Person who had a lawful right to disclose such information or its materials to it; (v) was independently developed by the receiving party without reference to or reliance upon Confidential Information received by the receiving party; (vi) was required to be disclosed to any regulatory body having jurisdiction over the parties or any of their respective Affiliates or their respective clients, provided that such party shall use reasonable efforts to provide the other party with prior notice thereof so that the other party may seek a protective order or other appropriate remedy to prevent such disclosure, and if such protective order or other remedy is not obtained prior to the time it was disclosed to, or learned bysuch disclosure is required, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose such information to others. In the event a Party is party required to make a the disclosure under Law or regulation, the order shall only disclose that portion of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission such Confidential Information which it is legally required to disclose; or (including vii) that disclosure is necessary by reason of any securities offering by Licensee)legal, any stock exchange accounting or listing entityregulatory requirements beyond the reasonable control of the receiving party, provided that such party shall use all reasonable efforts to provide the other party with prior notice thereof so that the other party may seek a protective order or other appropriate remedy to prevent such disclosure, and if such protective order or other remedy is not obtained prior to the time such disclosure is required, the Receiving Party shall provide prompt prior written notice party required to make the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, disclosure will only disclose that portion of such Confidential Information which it is legally required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosuredisclose.

Exceptions to Confidentiality. “The restrictions on use and disclosure of Confidential Information” does Information shall not include apply to information that to the extent any of the following is true: (a) was the information is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available to the public; (b) the information is known by the recipient or is already in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to recipient before it receives the time it was disclosed to, or learned by, information from the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; disclosing party; (c) became generally available the information is furnished to the public recipient by a third party who did not acquire the information directly or otherwise part of indirectly from the public domain after its disclosure and other than through any act disclosing party or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation confidentiality to the Disclosing Party disclosing party or its Affiliates otherwise under circumstances in which such third party did not have the legal right to disclose such acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information; (e) the information is required by law or by order of any court or governmental authority to othersbe disclosed by the recipient. In the event a Party is required to make a disclosure under Law or regulationof such compulsory disclosure, however, the order of a court of competent jurisdiction, or recipient shall use reasonable efforts to give the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such minimum Confidential Information required to be disclosed, whether or not a protective order or other remedy is in place; (f) the information is made available by the disclosing party to limit a third party without similar restrictions; or (g) the extent information (i) does not relate to the business or operations of the disclosure Newco or is scientific know-how or scientific techniques and obtain confidential treatment for any remaining required (ii) is not disclosed in writing or reduced to writing and marked as “confidential” or with other comparable marking within thirty (30) days of disclosure.

Exceptions to Confidentiality. “The receiving party’s obligation of non-disclosure and the limitations upon the right to use the disclosing party’s Confidential Information will not apply to the extent that the receiving party can demonstrate by its written records that the Confidential Information” does not include information that : (a) was in the lawful knowledge and its possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently of disclosure by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliatesdisclosing party; (b) was generally available to the is or becomes public knowledge through no fault or otherwise part omission of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliatesreceiving party; (c) became generally available is obtained by the receiving party from a Third Party under no obligation of confidentiality to the public disclosing party; (d) is required to be disclosed by the receiving party pursuant to an order or demand issued by a court or governmental agency or as otherwise part required by law; provided, however, that the receiving party notifies the disclosing party prior to disclosure, giving such disclosing party sufficient advance notice to permit it to seek a protective order or other similar order with respect to such Confidential Information and provided, further, that the receiving party furnishes only that portion of the public domain after its disclosure and Information which it is advised by counsel is legally required whether or not a protective order or other than through any act or omission of similar order is obtained by the Receiving Party or its Affiliates in breach of this Agreementdisclosing party; or (de) was disclosed where the receiving party reasonably believes such disclosure is reasonably necessary or appropriate to fulfill its obligations or exercise its rights under this Agreement, with such disclosure being limited to (i) consultants, collaborators, and clinical investigators, on a need-to-know basis and on condition that such entities or persons agree to keep the Confidential Information confidential for the same time periods and to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing Party or its Affiliates not to disclose same extent as such information to others. In the event a Party party is required to make a disclosure under Law keep the Confidential Information confidential and (ii) government or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice other regulatory authorities to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking extent that such disclosure is reasonably necessary to secure confidential treatment obtain patents or authorizations to conduct clinical trials of, or otherwise limitand to commercially market, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosureproducts.

Exceptions to Confidentiality. “Confidential Information” does not include information that (a) was in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than under an obligation of confidentiality, by a Third Party who had no obligation to the Disclosing ​ ​ Party or its Affiliates not to disclose such information to others. In the event a Receiving Party is required to make a disclosure under Law or regulation, the order of a court of competent jurisdiction, or the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the such disclosure will not constitute a breach of this Article 7 provided such Receiving Party shall provide prompt prior written notice [*] to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the disclosure and obtain confidential treatment for any remaining required disclosure.

Exceptions to Confidentiality. “The restrictions on use and disclosure of Confidential Information” does Information shall not include apply to information that to the extent any of the following is true: (a) was the information is now, or hereafter becomes, through no act or failure to act on the part of the recipient (or any Relevant Person to whom the information is disclosed), generally known or available to the public; (b) the information is known by the recipient or is already in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to recipient before it receives the time it was disclosed to, or learned by, information from the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; disclosing party; (c) became generally available the information is furnished to the public recipient by a third party who did not acquire the information directly or otherwise part of indirectly from the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than disclosing party under an obligation of confidentiality, by a Third Party who had no obligation confidentiality to the Disclosing Party disclosing party or its Affiliates otherwise under circumstances in which such third party did not have the legal right to disclose such acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information; (e) the information is required by law or by order of any court or governmental authority to othersbe disclosed by the recipient. In the event a Party is required to make a disclosure under Law or regulationof such compulsory disclosure, however, the order of a court of competent jurisdiction, or recipient shall use reasonable efforts to give the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such minimum Confidential Information required to be disclosed, whether or not a protective order or other remedy is in place; (f) the information is made available by the disclosing party to limit a third party (not being a shareholder of TAT or any of such shareholder's employees) without similar restrictions; or (g) the extent information (i) does not relate to the business or operations of the disclosure TAT or is scientific know-how or scientific techniques and obtain confidential treatment for any remaining required (ii) is not disclosed in writing or reduced to writing and marked as "confidential" or with other comparable marking within thirty (30) days of disclosure.

Exceptions to Confidentiality. “The restrictions on use and disclosure of Confidential Information” does Information shall not include apply to information that to the extent any of the following is true: (a) was the information is now, or hereafter becomes, through no act or failure to act on the part of the recipient, generally known or available to the public; (b) the information is known by the recipient or is already in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to recipient before it receives the time it was disclosed to, or learned by, information from the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records of the Receiving Party or its Affiliates; disclosing party; (c) became generally available the information is furnished to the public recipient by a third party who did not acquire the information directly or otherwise part of indirectly from the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreement; or (d) was disclosed to the Receiving Party or its Affiliates, other than disclosing party under an obligation of confidentiality, by a Third Party who had no obligation confidentiality to the Disclosing Party disclosing party or its Affiliates otherwise under circumstances in which such third party did not have the legal right to disclose such acquire and furnish to the recipient the information in question; (d) the information is independently developed by the recipient without use or knowledge of the Confidential Information; (e) the information is required by law or by order of any court or governmental authority to othersbe disclosed by the recipient. In the event a Party is required to make a disclosure under Law or regulationof such compulsory disclosure, however, the order of a court of competent jurisdiction, or recipient shall use reasonable efforts to give the rules of the U.S. Securities and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior disclosing party sufficient advance written notice to enable it to seek a protective order or other remedy to protect such Confidential Information. The recipient shall use reasonable efforts to disclose only the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such minimum Confidential Information required to be disclosed, whether or not a protective order or other remedy is in place; (f) the information is made available by the disclosing party to limit a third party without similar restrictions; or (g) the extent information (i) does not relate to the business or operations of the disclosure Newco or is scientific know-how or scientific techniques and obtain confidential treatment for any remaining required (ii) is not disclosed in writing or reduced to writing and marked as “confidential” or with other comparable marking within thirty (30) days of disclosure.

Exceptions to Confidentiality. “Confidential Information” does Notwithstanding Section 4.2, the Parties’ obligations of confidentiality and non-use shall not include apply to any particular information or materials that the receiving Party can demonstrate: (a) was was, at the time of disclosure to it, in the lawful knowledge and possession of the Receiving Party or its Affiliates prior to the time it was disclosed to, or learned by, the Receiving Party or its Affiliates, or was otherwise developed independently by the Receiving Party or its Affiliates, as evidenced by written records kept in the ordinary course of business, or other documentary proof of actual use by the Receiving Party or its Affiliates; public domain; (b) was generally available after disclosure to the public it, is published or otherwise becomes part of the public domain at the time of its disclosure to the Receiving Party or its Affiliates, as evidenced by written records through no fault of the Receiving Party or its Affiliates; receiving Party; (c) became generally available was received after disclosure to the public it from a third party who had a lawful right to disclose such information or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party or its Affiliates in breach of this Agreementmaterials to it; or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (d) was required to be disclosed to any regulatory body having jurisdiction over the Receiving receiving Party or any of its respective Affiliates, other than under an obligation sublicensees or customers; (e) that disclosure is necessary by reason of confidentialityapplicable legal, accounting or regulatory requirements beyond the reasonable control of the receiving Party; or (f) is subsequently developed by a Third the receiving Party who had no obligation to independently of the Disclosing Party or its Affiliates not to disclose such information to othersreceived from the disclosing Party. In the event a Party is required case of any disclosure pursuant to make a disclosure under Law Sections 4.3(d) or regulation4.3(e), to the extent practical, the receiving Party shall notify the disclosing Party in advance of the required disclosure and shall use commercially reasonable efforts to assist the disclosing Party in obtaining a protective order, if available, covering such disclosure. If such a protective order is obtained, such information and materials shall continue to be deemed to be Confidential Information. Notwithstanding Section 4.2, Cerus shall have the right to disclose Confidential Information of a court disclosing Party to its attorneys, accountants, actual or potential sources of competent jurisdictionfinancing, and actual or the rules of the U.S. Securities potential investors, acquirers or collaborators under appropriate non-use and Exchange Commission (including by reason of any securities offering by Licensee), any stock exchange or listing entity, the Receiving Party shall provide prompt prior written notice to the Disclosing Party and take all reasonable steps (including cooperating with the Disclosing Party in seeking to secure confidential treatment of, or otherwise limit, such Confidential Information required to be disclosed) to limit the extent of the non-disclosure and obtain confidential treatment for any remaining required disclosurerestrictions which are at least as restrictive as those set forth herein.