Confidentiality Clause Addendum

For Joint Studies

Party A:

Party B:

(collectively, the “Parties”).

The purpose of this Addendum is to set forth the obligations of confidentiality with respect to the exchange of information between the Parties in connection with the Joint Study.

For the purposes of this Addendum, “Confidential Information” means all information disclosed, directly or indirectly, by either Party to the other Party, in any form, that is identified as confidential at the time of disclosure or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

• Each Party agrees to use Confidential Information solely for the purpose of the Joint Study.
• Each Party shall limit disclosure of Confidential Information to its employees and representatives who require such information for the purpose of the Joint Study and who are bound by obligations of confidentiality.
• Neither Party shall disclose Confidential Information to any third party without the prior written consent of the other Party.

The obligations of confidentiality shall not apply to any information that:

• Is or becomes publicly available through no fault of the receiving Party;
• Was lawfully obtained from a third party without restriction;
• Was already in the receiving Party’s possession prior to disclosure; or
• Is independently developed without reference to the Confidential Information.

Upon termination of the Agreement or upon the disclosing Party’s request, the receiving Party shall promptly return or destroy all Confidential Information received.

The confidentiality obligations under this Addendum shall survive termination of the Agreement for a period of .

This Addendum is effective as of the date last signed below and is incorporated into and made part of the Agreement.