Common use of Non-Disclosure and Non-Use Clause in Contracts

Non-Disclosure and Non-Use. The Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, consultants, attorneys and/or subcontractors who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential Information.

Non-Disclosure and Non-Use. The Parties agree, both during During the Term of this Agreement and for a period [***] years thereafter, each of * after termination Miltenyi and Autolus shall keep Confidential Information of the other Party in strict confidence and shall not (i) use the other Party’s Confidential Information for any use or purpose except as expressly permitted under this Agreement, to hold each otherthe Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the other Party’s Proprietary or Confidential Information to anyone other than those of its Affiliates, Subcontractors, directors, officers, employees, agents, contractors, collaborators and consultants, and in strict confidence; providedthe case of Autolus, howeverits Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information for a use or purpose expressly permitted under this Agreement. Each Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to clause (ii) in the first sentence of this Section 14.2 is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as to any portion protective of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues provisions hereof prior to constitute a trade secret under applicable law. Each Party recognizes the importance any disclosure of the otherDisclosing Party’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, consultants, attorneys and/or subcontractors who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunderAuthorized Representative. The Receiving Party will notify the Disclosing Party immediately shall be responsible for any breach of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of this Agreement by its Proprietary or Confidential InformationAuthorized Representatives.

Non-Disclosure and Non-Use. Each receiving Party agrees to maintain in confidence the disclosing Party’s Confidential Information and not to disclose, publish or otherwise communicate such Confidential Information. A receiving Party may disclose the disclosing Party’s Confidential Information only on a need to know basis to its Affiliates and Sublicensees or potential Sublicensees, as the case may be, and to their respective employees and consultants, in each case, who are under written obligations of confidentiality to the receiving Party at least as stringent as those set forth herein. A receiving Party agrees to use the same degree of care in protecting the disclosing Party Confidential Information at it uses to protect its own Confidential Information. The Parties agree, both during the Term provisions of this Agreement and for a period Section 8.1 will not apply to any Confidential Information disclosed hereunder which: (a) was known or used by the receiving Party or any of * its Affiliates or Sublicensees or potential Sublicensees prior to its date of disclosure to the receiving Party, as demonstrated by competent evidence of the receiving Party; (b) either before or after termination the date of this Agreementthe disclosure to the receiving Party is lawfully disclosed to the receiving Party or any of its Affiliates or Sublicensees or potential Sublicensees by an independent, unaffiliated third party rightfully in possession of the Confidential Information; or (c) either before or after the date of the disclosure to the receiving Party becomes published or generally known to the public through no fault or omission on the part of the receiving Party or its Affiliates or Sublicensees; or (d) is independently developed by the receiving Party or any of its Affiliates or Sublicensees or potential Sublicensees without reference to the Confidential Information of the disclosing Party. If required, the receiving Party may disclose the Confidential Information of the disclosing Party to comply with applicable laws or regulations, to hold each other’s Proprietary defend or Confidential Information in strict confidenceprosecute litigation, to file for patent protection, or to file for regulatory approval to test or market Licensed Products or Licensed Services; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable lawthat, where available, the obligations receiving Party takes reasonable and lawful actions to avoid and/or minimize the degree of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, consultants, attorneys and/or subcontractors who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential Informationdisclosure.

Non-Disclosure and Non-Use. The Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to Receiving Party will hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or all Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided parties in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) strictest confidence and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may not disclose or provide access the Confidential Information to its responsible any individual or entity without the express written consent of the Disclosing Party in each instance, except to employees, consultantsconsultants or agents of a Receiving Party to whom disclosure is necessary for the performance under this Agreement, attorneys and/or subcontractors who have executed a need confidentiality agreement or are otherwise bound in writing to know duties of non-disclosure, and may make copies restrictions on use of Proprietary or the Confidential Information only to the extent reasonably necessary to carry out its obligations hereunderat least as restrictive as those set in this Section. The Receiving Party will notify not make any use of the Confidential Information whatsoever except such limited uses as are required for this Agreement. These use rights do not limit or enlarge the Receiving Party’s rights to those portions of the Confidential Information contained in the technology or materials to which licenses are granted hereunder. If the Receiving Party is required by a court or other body of competent jurisdiction to disclose the Confidential Information, the Receiving Party may disclose only so much Confidential Information as is legally required, provided that the Receiving Party has given notice of such compelled disclosure to the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with has given the Disclosing Party a reasonable opportunity to protect all proprietary rights object to such disclosure and has provided, at the Disclosing Party’s request and expense, reasonable assistance in obtaining and ownership enforcing a protective order or other appropriate means of its Proprietary or safeguarding any Confidential InformationInformation so required to be disclosed.

Non-Disclosure and Non-Use. The Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to Receiving Party will hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or all Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided parties in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) strictest confidence and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may not disclose or provide access the Confidential Information to its responsible any individual or entity without the express written consent of the Disclosing Party in each instance, except to employees, consultantsconsultants or agents of a Receiving Party to whom disclosure is necessary for the performance under this Agreement, attorneys and/or subcontractors who have executed a need confidentiality agreement or are otherwise bound in writing to know duties of non-disclosure, and may make copies restrictions on use of Proprietary or the Confidential Information only to the extent reasonably necessary to carry out its obligations hereunderat least as restrictive as those set in this Section. The Receiving Party will notify not make any use of the Confidential Information whatsoever except such limited uses as are required for this Agreement. These use rights do not limit or enlarge the Receiving Party’s rights to those portions of the Confidential Information contained in the technology or materials to which IP Licenses are granted hereunder. If the Receiving Party is required by a court or other body of competent jurisdiction to disclose the Confidential Information, the Receiving Party may disclose only so much Confidential Information as is legally required, provided that the Receiving Party has given notice of such compelled disclosure to the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with has given the Disclosing Party a reasonable opportunity to protect all proprietary rights object to such disclosure and has provided, at the Disclosing Party’s request and expense, reasonable assistance in obtaining and ownership enforcing a protective order or other appropriate means of its Proprietary or safeguarding any Confidential InformationInformation so required to be disclosed.

Non-Disclosure and Non-Use. The Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to Receiving Party will hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or all Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided party in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) strictest confidence and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may not disclose or provide access the Confidential Information to its responsible any individual or entity without the express written consent of the Disclosing Party in each instance, except to employees, consultantsconsultants or agents of a Receiving Party to whom disclosure is necessary for the performance under this Agreement, attorneys and/or subcontractors who have executed a need confidentiality agreement or are otherwise bound in writing to know duties of non-disclosure, and may make copies restrictions on use of Proprietary or the Confidential Information only to the extent reasonably necessary to carry out its obligations hereunderat least as restrictive as those set in this Section. The Receiving Party will notify not make any use of the Confidential Information whatsoever except such limited uses as are required for this Agreement. These use rights do not limit or enlarge the Receiving Party’s rights to those portions of the Confidential Information contained in the technology or materials to which licenses are granted hereunder. If the Receiving Party is required by a court or other body of competent jurisdiction to disclose the Confidential Information, the Receiving Party may disclose only so much Confidential Information as is legally required, provided that the Receiving Party has given notice of such compelled disclosure to the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with has given the Disclosing Party a reasonable opportunity to protect all proprietary rights object to such disclosure and has provided, at the Disclosing Party’s request and expense, reasonable assistance in obtaining and ownership enforcing a protective order or other appropriate means of its Proprietary or safeguarding any Confidential InformationInformation so required to be disclosed.

Non-Disclosure and Non-Use. The Parties agree, both during the Term of this Agreement and for a period of * after termination of this Agreement, to hold each other’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, consultants, attorneys and/or subcontractors employees who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential Information. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Non-Disclosure and Non-Use. The Parties agree, both during During the Term of this Agreement and for a period five (5) years thereafter, each of * after termination Miltenyi and Bellicum shall keep Confidential Information of the other Party in strict confidence and shall not (i) use the other Party’s Confidential Information for any use or purpose except as expressly permitted under this Agreement, to hold each otherthe Quality Agreement or as otherwise authorized in writing in advance by the other Party, or (ii) disclose the other Party’s Proprietary or Confidential Information to anyone other than those of its Affiliates, Subcontractors, directors, officers, employees, agents, contractors, collaborators and consultants, and in strict confidence; providedthe case of Bellicum, howeverits Licensees (collectively, “Authorized Representatives”) who need to know such Confidential Information for a use or purpose expressly permitted under this Agreement. Each Receiving Party shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, each Receiving Party shall take at least those measures that it takes to protect its own confidential information of a similar nature (but not less than reasonable measures) and shall ensure that any Authorized Representative of the Receiving Party who is permitted access to Confidential Information of the Disclosing Party pursuant to clause (ii) in the first sentence of this Section 14.2 is contractually or legally bound by obligations of non-disclosure and non-use in scope and content at least as to any portion protective of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues provisions hereof prior to constitute a trade secret under applicable law. Each Party recognizes the importance any disclosure of the otherDisclosing Party’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) The Receiving Party may disclose or provide access to its responsible employees, consultants, attorneys and/or subcontractors who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunderAuthorized Representative. The Receiving Party will notify the Disclosing Party immediately shall be responsible for any breach of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of this Agreement by its Proprietary or Confidential InformationAuthorized Representatives.

Non-Disclosure and Non-Use. The Parties Each Party agree, both during the Term of this Agreement and for a period of * after termination of this Agreementtwo (2) years thereafter, to hold each otherthe other Party’s Proprietary or Confidential Information in strict confidence; provided, however, that as to any portion of the Disclosing Party’s Confidential Information that constitutes a trade secret under applicable law, the obligations of this Section will continue for as long as the information continues to constitute a trade secret under applicable law. Each Party recognizes the importance of the other’s Proprietary or Confidential Information. In particular, each Party recognizes and agrees that the Proprietary or Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 36 (Confidentiality) 31 and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) A. The Receiving Party will hold any and all Proprietary or Confidential Information it obtains in accordance with the standards it employs with respect to its own confidential information (but in no event less than a reasonable standard) and will use and permit use of Proprietary or Confidential Information solely for the purposes of this Agreement; and (b) B. The Receiving Party may disclose or provide access solely to its responsible employees, consultants, attorneys and/or subcontractors employees who have a need to know and may make copies of Proprietary or Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder. The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Proprietary or Confidential Information.