NON-DISCLOSURE OF DATA. The Receiving Party shall limit access to the Data only to its internal personnel and/or agents who need access for the purposes of the Study and who are made aware of and required to comply with the confidentiality obligations herein (“Study Staff”). Without limiting the obligation set out herein, the Receiving Party agrees that it/he/she shall, and shall require its/his/her Study staff, to: a) maintain Data in confidence, and not disclose Data except as permitted by this Agreement; b) use Data solely for the purposes of the Study or other expressly consented purposes, in compliance with: (i) the Study protocol as approved by the Disclosing Party’s REB and as amended from time to time, provided that amendments are approved by the Disclosing Party’s REB (the “Protocol”); (ii) any written conditions imposed by the Disclosing Party’s or Receiving Party’s REB; (iii) the Study subject’s consent consistent with the informed consent form approved by the Disclosing Party’s REB (the “Consent”) or, if the requirement to obtain consent has been waived, or otherwise determined to be unnecessary, by the Disclosing Party’s REB, the waiver of consent given by the Disclosing Party’s REB (the “Waiver”); (iv) any other conditions or restrictions imposed by Disclosing Party relating to the use, security, disclosure, return or disposal of the Data as set out in this Agreement. c) not use the Data to identify any individuals. d) not transfer the Data to any third parties without the prior written consent of the Disclosing Party and without obligating such third parties to comply with the terms and conditions hereof. Notwithstanding the forgoing, the Receiving Party may transfer the Data: (i) to regulatory authorities, provided that the Receiving Party gives prior written notice of such intended disclosure to the Disclosing Party; (ii) as otherwise permitted by the Consent or Waiver; or (iii) in order to comply with Applicable Law or judicial process, or with a court or regulatory order, provided that the Receiving Party gives prior written notice of such intended disclosure to the Disclosing Party and takes all lawful actions that are reasonable in the circumstances to minimize the extent of such disclosure and obtain confidential treatment for such disclosure. e) securely destroy the Data as required by the Protocol or instructed by the Disclosing Party and provide a written confirmation of the manner of destruction in a form acceptable to Disclosing Party.
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