Common use of Undertaking Clause in Contracts

Undertaking. During the term of this Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreement (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Information, and to prevent unauthorized persons or entities from obtaining or using that Information. (b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information by its officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party Party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed disclosed to the Receiving Party by the other partyParty (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such other party Proprietary Party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Intellectual Property. (a) Each party The Receiving Party shall take any and all lawful lawful, reasonable measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities Persons from obtaining or using that Informationsuch information. With the prior written consent of the Proprietary Party, the Receiving Party may, however, use and disclose such information to exercise its rights to file, prosecute and maintain Patents within the Collaboration Intellectual Property as permitted by this Agreement. (b) Each party will The Receiving Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party The Receiving Party may disclose that Information such information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug ProductsReceiving Party’s obligations hereunder, to the extent necessary to enable such parties Persons to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, provided that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at relief. In the instance of event any such Persons violate such agreements with respect to such information, the disclosing partyReceiving Party shall enforce such agreements. (c) Each party The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such licensees, sublicensees and subcontractors.

Undertaking. During the term of this License Agreement, each party Party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed disclosed to the Receiving Party by the other partyParty (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such other party Proprietary Party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Intellectual Property. (a) Each party The Receiving Party shall take any and all lawful lawful, reasonable measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities Persons from obtaining or using that Informationsuch information. With the prior written consent of the Proprietary Party, the Receiving Party may, however, use and disclose such information to exercise its rights to file, prosecute and maintain Patents within the Collaboration Intellectual Property as permitted by the Collaboration Agreement. (b) Each party will The Receiving Party further agrees to refrain from directly or indirectly taking any action which that would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party The Receiving Party may disclose that Information such information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug ProductsReceiving Party’s obligations hereunder, to the extent necessary to enable such parties Persons to perform their obligations hereunder or under the Collaboration Agreement or under the applicable license, sublicense or subcontract, as the case may be; provided, that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at relief. In the instance of event any such Persons violate such agreements with respect to such information, the disclosing partyReceiving Party shall enforce such agreements. (c) Each party The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party (the "Receiving Party") shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the "Proprietary Party"), whether in tangible or intangible form, the confidentiality of which such other party Proprietary Party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party The Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Information.such information. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED (b) Each party will The Receiving Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party The Receiving Party may disclose that Information such information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Compounds or Development Candidates, Drug Product Candidates or Drug Productsas applicable, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, however, that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party (a “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will Receiving Party further agrees to refrain from directly or indirectly taking any action which that would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Receiving Party may disclose that Information such information to its Affiliates and to its or their respective officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates Development Candidate or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates or its or their respective officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each Each party shall keep confidential, and other than as provided herein herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect form (“Confidential Information”). All Confidential Information shall be identified as such by the party disclosing such information. Neither CFFT nor Vertex CombinatoRx will use the other party’s Confidential Information except as expressly permitted in this Agreement. In addition: (a) Each party shall take any and all lawful measures use the level of care to prevent the unauthorized use and disclosure of the other party’s Confidential Information that is the same as the level of care used for its own Confidential Information, but not less that a reasonable level of care, and to prevent unauthorized persons or entities from obtaining or using that Confidential Information. (b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party may disclose that Confidential Information to its officers, employees employees, advisors, consultants and agents, to Affiliates, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Clinical Development Candidates, Drug Product Candidates or Drug Products, Products to the extent necessary to enable such parties persons to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements or obligations for secrecy and non-use of such Confidential Information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyInformation. (c) Each party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information by its officers, employees employees, advisors, consultants, Affiliates and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party (the “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such other party Proprietary Party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party The Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will The Receiving Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party The Receiving Party may disclose that Information such information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Compounds or Development Candidates, Drug Product Candidates or Drug Productsas applicable, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, however, that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this AgreementUnless provided herein otherwise, each party Party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledgeconfidential or proprietary Knowledge, information, documents or materials, owned, developed Developed or possessed first acquired by the other partyParty, including without limitation, any such information as was disclosed pursuant to the Confidentiality Agreement (the “Information”), whether in tangible or intangible form, such Information including but not limited to Nymox Intellectual Property and Recordati Intellectual Property. 10.1.1 Each Party shall use reasonable care (but in no case less than the confidentiality degree of which care such other party takes reasonable measures to protect (“Confidential Party uses with its own Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreement (a) Each party shall take any and all lawful measures to prevent the unauthorized unauthorised use and disclosure of the other partyParty’s Confidential Information, and to prevent unauthorized unauthorised persons or entities from obtaining or using that such Information. (b) 10.1.2 Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party Party may disclose that any Information to its Affiliates, officers, employees and agentsagents (including attorneys and consultants), to authorized licensees its Sublicensees and sublicenseessubcontractors, and to subcontractors in connection with the development research, Development, manufacture, packaging and Commercialization of the Compounds or manufacture of Drug Candidates, Drug Product Candidates or Drug ProductsProduct, to the extent necessary to enable such parties Parties to perform their obligations hereunder or under the applicable license, sublicense Sublicense or subcontract, as the case may be; provided, that such Affiliates, officers, employees, agentsagents (including attorneys and consultants), licensees, sublicensees Sublicensees and subcontractors have entered into appropriate are subject to obligations of confidentiality agreements for secrecy and non-use of at least as strict as those contained in this Agreement and that Nymox or Recordati, as applicable, shall enforce such Confidential Information which by their terms obligations in a diligent manner. 10.1.3 Neither Party shall be enforceable by injunctive relief at the instance make any use of the disclosing partyother Party’s Information except as expressly permitted hereunder. (c) 10.1.4 Each party Party shall be liable for any unauthorized unauthorised use and disclosure of the other party’s Confidential Information such information by its officers, employees and agents agents, Affiliates and any such sublicensees Sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to VERTEX Know-How and HMR Know-How. (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party may disclose that Information such information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Bulk Drug CandidatesSubstance, Drug Product Candidates or Drug ProductsProduct, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During (a) Each Party (the term of this Agreement, each party “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyParty (the “Disclosing Party”), whether in tangible or intangible form, the confidentiality of which such other party Party takes commercially reasonable measures to protect (“Confidential Information”)protect, including but not limited to Evotec Intellectual Property, Novartis Intellectual Property and Project Intellectual Property. Neither CFFT nor Vertex will use Affiliates of Novartis and of Evotec shall be entitled to possess such trade secrets, confidential or proprietary information or any other knowledge, information, documents or materials, owned, developed or possessed by the other party’s Confidential Information except as expressly permitted in Party to the same extent that Novartis or Evotec, respectively, is entitled to possess such items, provided that such Affiliate shall comply with the terms and conditions of this AgreementAgreement pertaining to such items. (ab) Each party Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons Persons or entities from obtaining or using that Informationsuch information. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (bc) Each party will Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Novartis may disclose that Information such information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates Compounds or Drug Products, Products to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, provided that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of Evotec, or have otherwise been appropriately instructed regarding the disclosing partysecrecy or non-use of such information. (cd) Each party Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, and its and its Affiliates’ officers, employees and agents and any such employees, agents, sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party Each Party shall keep confidential, and and, other than as provided herein herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyParty (the "Providing Party"), whether in tangible or intangible form, the confidentiality of which such other party Party takes reasonable measures to protect (“collectively, "Confidential Information”"). Neither CFFT nor Vertex will use The Parties hereby agree that, for the other party’s Confidential Information except as expressly permitted in purposes of this Agreement, discussion between the Parties regarding potential IMO Candidates and IMO Leads will be deemed to be the confidential information of Novartis. (a) Each party A Party receiving Confidential Information (the "Receiving Party") shall take any and all lawful measures use commercially reasonable efforts not less than those efforts such Receiving Party uses to protect its own proprietary information to prevent the unauthorized use and disclosure of such information of the other party’s Confidential InformationProviding Party, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will The Receiving Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party The Receiving Party may disclose that Confidential Information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the identification, generation, development or and manufacture of Drug CandidatesIMOs, Drug Product Candidates or Drug Productsas applicable, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, however, that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information offering no less than the protection afforded hereby which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProviding Party. (c) Each party The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“"Confidential Information”"). Neither CFFT nor Vertex will use the other party’s 's Confidential Information except as expressly permitted in this Agreement (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s 's Confidential Information, and to prevent unauthorized persons or entities from obtaining or using that Information. (b) Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s 's Confidential Information. Each party may disclose that Information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other party’s 's Confidential Information by its officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party (a "Receiving Party") shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the "Proprietary Party"), whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will Receiving Party further agrees to refrain from directly or indirectly taking any action which that would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Receiving Party may disclose that Information such information to its Affiliates and to its or their respective officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the [/\#/\]CONFIDENTIAL TREATMENT REQUESTED development or manufacture of Drug Candidates, Drug Product Candidates Development Candidate or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates or its or their respective officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party (a "Receiving Party") shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the "Proprietary Party"), whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will Receiving Party further agrees to refrain from directly or indirectly taking any action which that would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Receiving Party may disclose that Information such information to its Affiliates and to its or their respective officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the [/\#/\]CONFIDENTIAL TREATMENT REQUESTED License, Development and Commercialization Agreement - Confidential - Page 23 development or manufacture of Drug Candidates, Drug Product Candidates Development Candidate or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates or its or their respective officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During (a) Each Party (the term of this Agreement, each party “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyParty (the “Disclosing Party”), whether in tangible or intangible form, the confidentiality of which such other party Party takes commercially reasonable measures to protect (“Confidential Information”)protect, including but not limited to Evotec Intellectual Property, Novartis Intellectual Property and Project Intellectual Property. Neither CFFT nor Vertex will use Affiliates of Novartis and of Evotec shall be entitled to possess such trade secrets, confidential or proprietary information or any other knowledge, information, documents or materials, owned, developed or possessed by the other party’s Confidential Information except as expressly permitted in Party to the same extent that Novartis or Evotec, respectively, is entitled to possess such items, provided that such Affiliate shall comply with the terms and conditions of this AgreementAgreement pertaining to such items. (ab) Each party Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons Persons or entities from obtaining or using that Informationsuch information. (bc) Each party will Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Novartis may disclose that Information such information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates Compounds or Drug Products, Products to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, provided that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of Evotec, or have otherwise been appropriately instructed regarding the disclosing partysecrecy or non-use of such information. (cd) Each party Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, and its and its Affiliates’ officers, employees and agents and any such employees, agents, sublicensees and subcontractors.

Undertaking. During the term of this Agreement, each party Each Party shall keep confidential, and and, other than as provided herein herein, shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyParty (the "Providing Party"), whether in tangible or intangible form, the confidentiality of which such other party Party takes reasonable measures to protect (“collectively, "Confidential Information”"). Neither CFFT nor Vertex The Parties hereby agree that, for the purposes of this License Agreement, discussion between the Parties, if any, regarding Novartis' plans for developing and commercializing Licensed IMOs and Products will use be deemed to be the other party’s confidential information of Novartis. License, Development and Commercialization Agreement - Confidential 7.1.1. A Party receiving Confidential Information except as expressly permitted in this Agreement (athe "Receiving Party") Each party shall take any and all lawful measures use commercially reasonable efforts not less than those efforts such Receiving Party uses to protect its own proprietary information to prevent the unauthorized use and disclosure of such information of the other party’s Confidential Information, Providing Party and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will 7.1.2. The Receiving Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party The Receiving Party may disclose that Confidential Information to its Affiliates, officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the identification, generation, development or and manufacture of Drug CandidatesLicensed IMOs, Drug Product Candidates or Drug Productsas applicable, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, however, that such Affiliates, officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information offering no less than the protection afforded hereby which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProviding Party. (c) Each party 7.1.3. The Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates, officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this Research Agreement, each party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other party, whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to VERTEX Kinase Technology and NOVARTIS Kinase Technology. (a) Each party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Informationsuch information. (b) Each party will further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party may disclose that Information such information to its officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing party. (c) Each party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its officers, employees and agents and any such sublicensees and subcontractors. (d) NOVARTIS will ensure that information with respect to the chemical structure of any Development Candidate which is delivered to NOVARTIS under Section 4.1(b) hereof as part of the Development Candidate Information with respect to that Development Candidate and its associated Back-up Compounds will be distributed or otherwise made known only to [***] The foregoing limitation on distribution of information will cease being applicable at such time as NOVARTIS exercises its Development Election with respect to that Development Candidate.

Undertaking. During the term of this Agreement, each party (a “Receiving Party”) shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other partyparty (the “Proprietary Party”), whether in tangible or intangible form, the confidentiality of which such other party takes reasonable measures to protect (“Confidential Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreementprotect, including but not limited to Collaboration Technology. (a) Each party Receiving Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of the other party’s Confidential Informationsuch information, and to prevent unauthorized persons or entities from obtaining or using that Information.such information. [..**..] Confidential Treatment Requested (b) Each party will Receiving Party further agrees to refrain from directly or indirectly taking any action which that would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Informationsuch information. Each party Receiving Party may disclose that Information such information to its Affiliates and to its or their respective officers, employees and agents, to authorized licensees and sublicensees, and to subcontractors in connection with the development or manufacture of Drug Candidates, Drug Product Candidates Development Candidate or Drug Products, to the extent necessary to enable such parties to perform their obligations hereunder or under the applicable license, sublicense or subcontract, as the case may be; provided, that such officers, employees, agents, licensees, sublicensees and subcontractors have entered into appropriate confidentiality agreements for secrecy and non-use of such Confidential Information information which by their terms shall be enforceable by injunctive relief at the instance of the disclosing partyProprietary Party. (c) Each party Receiving Party shall be liable for any unauthorized use and disclosure of the other party’s Confidential Information such information by its Affiliates or its or their respective officers, employees and agents and any such sublicensees and subcontractors.

Undertaking. During the term of this AgreementTerm, unless provided herein otherwise, each party Party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, any trade secrets, confidential or proprietary information, or any other confidential or proprietary knowledge, information, documents or materials, owned, developed or possessed first acquired by the other partyParty (the “Information”), whether in tangible or intangible form, such Information including but not limited to Myriad Intellectual Property and Lundbeck Intellectual Property. 10.1.1 Each Party shall use reasonable care (but in no case less than the confidentiality degree of which care such other party takes reasonable measures to protect (“Confidential Party uses with its own Information”). Neither CFFT nor Vertex will use the other party’s Confidential Information except as expressly permitted in this Agreement (a) Each party shall take any and all lawful measures to prevent the unauthorized unauthorised use and disclosure of the other partyParty’s Confidential Information, and to prevent unauthorized unauthorised persons or entities from obtaining or using that such Information. (b) 10.1.2 Each party will refrain from directly or indirectly taking any action which would constitute or facilitate the unauthorized use or disclosure of the other party’s Confidential Information. Each party Party may disclose that any Information to its Affiliates, officers, employees and agentsagents (including attorneys and consultants), to authorized licensees its Sublicensees and sublicenseessubcontractors, and, in the case of Myriad, to Encore, Mayo and to subcontractors LLUMC, in connection with the development research, Development, manufacture, packaging and Commercialisation of the Compounds or manufacture of Drug Candidates, Drug Product Candidates or Drug ProductsProduct, to the extent necessary to enable such parties Parties to perform their obligations hereunder or under the applicable licenseSublicense or subcontract or the Encore Agreement, sublicense Mayo Agreement or subcontractLLUMC Agreement, as the case may be; provided, that such Affiliates, officers, employees, agentsagents (including attorneys and consultants), licenseesSublicensees and subcontractors, sublicensees Encore, Mayo and subcontractors have entered into appropriate LLUMC are subject to obligations of confidentiality agreements for secrecy and non-use of at least as strict as those contained in this Agreement and that Myriad shall enforce such Confidential Information which by their terms obligations in a diligent manner. 10.1.3 Neither Party shall be enforceable by injunctive relief at the instance make any use of the disclosing partyother Party’s Information except as expressly permitted hereunder. (c) 10.1.4 Each party Party shall be liable for any unauthorized unauthorised use and disclosure of the other party’s Confidential Information such information by its officers, employees and agents agents, Affiliates and any such sublicensees Sublicensees and subcontractors, and in case of Myriad, for any unauthorised use and disclosure of such information by Encore, Mayo and LLUMC that was disclosed to such party by Myriad or one of Affiliates.